Ben 10: Prime Force
by TOAA5501
Summary: Ben, Gwen, & Kevin get sucked into another universe. While there they get mixed up in an eon long war between sentient, transforming machines from a strange mechanical planet. Will they join the Autobots and help them save the world from the Decepticons, MECH, and a long-time enemy of Ben's? Pairing: Ben X Arcee. Adopted from Ultimate 10.
1. Chapter 1

**A/N: Hello all, this is my first time writing for this with a new story.**

 **I would like to thank** _ **Ultimate 10**_ **for allowing to take up his story and continue it.**

 **Before I continue forward with this newer version of** _ **Ben 10: Prime Force**_ **, there are a few things I would like to point out:**

 **On the _Ben 10_ side of things, this takes place after **_**Ultimate Alien**_ **.**

 **With** _ **Transformers: Prime**_ **side, this takes place at the beginning of season 1.**

 **Omnitrix Notes:**

 **Ben wears the new Omnitrix (Omniverse) with an evolutionary function.**

 **Ben is aware of all the settings and modes but doesn't have the Master Control unlocked.**

 **The Omnitrix stops Ben from being mind-controlled or having his mind read.**

 **The Omnitrix stops Ben from dying.**

 _Italics will be used for telepathy, thoughts, comm. Units, etc._

 **Now let's get started on this newer and hopefully better version of** _ **Ben 10: Prime Force**_ **!**

 **(I don't own Ben 10 or Transformers: Prime).**

* * *

 **Ben 10: Prime Force**

 **Chapter 1: Crossing Over**

…

It was only supposed to be a simple evacuation mission. You go in, help rescue the people, relocate them, and get out. How did it all turn into a fight for their survival?

In the vacuum of space, inside an enormous nebula, a humongous green, jet shaped spaceship was moving at close to hyper speeds. The gases of the nebula were mostly bluish-white with an outlining of orange. Tiny, baby yellow stars could be seen floating stationary inside the cloud of colourful cosmic gas. The spacecraft took defensive manoeuvres from the onslaught of red energy blasts being fired upon it.

The green interstellar spaceship was christened the Rustbucket 3. Inside the cockpit were three super-powered teenagers, doing their best to avoid being turned into space dust.

In the pilot seat was a muscular, broad-shouldered 18-year-old teen with shoulder-length onyx hair and a rigid face. He was wearing black boots, blue jeans, a long-sleeve grey shirt and a short-sleeve black shirt to over it. This young man was Kevin E. Levin, a reformed villain, half Osmosian / half-human, and a Plumber officer. A few droplets of sweat were racing down Kevin's face as he continuously manoeuvred the ship to avoid the barrage of energy projectiles fired at them.

On the other side of the cockpit was a 17-year-old, long auburn-haired beauty with her hair tied in a ponytail. She was wearing black shoes, tight blue jeans, a long-sleeve red button-up shirt and a black vest to go over it. This girl was Gwen Tennyson, one-quarter Anodite, black-belt, and Kevin's girlfriend. Gwen was typing frantically on a monitor in an attempt to contact help. Unfortunately, the only thing she was getting was static.

Seating beside Kevin, manning the co-pilots seat was a 17-year-old with shaggy brown hair and a lean body. He wore black/white sneakers, blue denim jeans, and a black shirt with a green jacket to go over. The jacket had two white stripes on the upper right sleeve and a single white stripe going down the left side. In the heart area of the stripe was a black circle with the number 10 emblazoned in white.

This teen was none other than the famous, intergalactic superhero, Ben Tennyson, or known throughout the universe as Ben 10. He was the bearer of Azmuth's greatest Invention, the Omnitrix. It was the most powerful device in the universe that stored the genetic code for over a million sentient life-forms and capable of turning its user into any one of those beings.

Ben garnished the Omnitrix on his left wrist. It was a wristwatch-like device with a white and green colour scheme. It had a black square-shaped faceplate, three green buttons on the left and right side, and two green stripes forming the outline of an hourglass over the faceplate.

Ben right now was looking back to how the trio even got into this dangerous situation in the first place. It started three days ago when he, Gwen, and Kevin were called to assist the Plumber forces in evacuating an entire planet. Apparently, this planet's star was on the verge of going supernova and destroying everything within the system. It was a hectic assignment but thanks in part to Ben's aliens they successfully evacuated the planet in time and relocated its population to a new, suitable world.

The three heroes were excited to be finally heading home. Though they felt good in saving entire species from utter annihilation, the trio was tired and eager to head back to Earth to relax for a while; especially Ben since a new season of Sumo Slammers was close at hand.

However, their trip back home turned into a fight for their lives. During their journey back to Earth, the trio was ambushed by an unknown battle-cruiser. The Rustbucket 3 had already taken a few stray hits but miraculously was still spaceworthy. The superhero trio had managed to get a few hits of their own on the battleship. Nonetheless, it didn't do much as it continued to fire at them.

Suddenly, the jet-shaped spaceship shook violently as a stray plasma blast shot the front starboard side. Alarms started blaring while red lights began flashing throughout the cockpit. Ben gasped from the sudden hit their vessel took. He turned towards his best friend Kevin for a status of the Rustbucket 3.

"Kevin, how bad is the damage?" Ben asked.

The Osmosian teen typed a few inputs on a monitor that brought up a status report of the ship's functions. He inwardly sighed in relief after seeing their current status.

"We're okay at the moment. The new shielding I installed is really holding up." Kevin answered.

"Remind me to thank you for installing it later if we survive," Ben replied. The Omnitrix bearer then turned his attention to his cousin behind him. "Gwen, have you gotten through to anybody?"

She attentively typed at the console, trying intensely to contact backup.

"Nada. I can't contact anyone. There is so much static and interference in the signal." Gwen complied, whose eyes were still glued to the monitor.

"Keep trying," Ben replied. A moment of silence passed before he spoke up. "Man, how does a simple evacuation mission turn into a fight for our lives?"

"You sound surprised," Gwen commented, turning her gaze to Ben. "I thought you would've gotten used to people trying to kill us."

"Used to it and liking it are two different things." Ben retorted.

"If you two are done I would suggest you strap in. I'm about to activate the new Quantum Hyper-Space Drive I installed last week." The black-haired Osmosian mentioned.

Ben's looked at Kevin as his eyebrow rose out of bewilderment. "The what?" He asked confusingly.

"The Quantum Hyper-Space Drive," Kevin responded. "It's one of the most advanced hyperspace drives out there. With it, we can go one thousand percent faster than the speed of light and as a bonus…its fuel-efficient."

Ben was still slightly confused. If it could make their ship go one thousand percent faster than the speed of light, then how could it possibly save on fuel reserves? But a more important question was, how could Kevin have possibly got his hands on a technology that advanced and was possibly very expensive.

"How did you get something like that?" Ben inquired shiftily.

"He purchased it," Gwen answered for Kevin.

Ben looked at Kevin with a faked shocked expression. "You bought it?"

"Hahaha… very funny Tennyson," Kevin responded cynically.

"Still," Ben's face became serious and a bit suspicious. "How could you afford something like that?"

"I saved up some money from my Plumber salary over the past year and... I had some people who owed me money in the black market, and they were generous enough to pay me back." Kevin smiled sheepishly at the last part.

"By 'generous' you mean you threatened to beat them up or rat them out to the Plumbers if they didn't pay you back, don't you?" Ben asked suspiciously.

"Wow Tennyson, you can sure read me like a book, can't you?" Kevin answered sarcastically.

 _'Well after spending two years with you, it's not that hard.'_ Ben thought.

The brunette sighed deeply before another question popped up in his mind.

"So… how does it work?" Ben asked.

"The Quantum Drive doesn't actually propel us at all. In fact, it bends the fabric of the space-time and bends it to where the outside is moving but we're seating stationary." Gwen explained, while still trying to contact help.

Ben processed this information given by his friends and actually understood it. He may not have the grades to prove it, but he was smart when he wanted to be.

"So… it's more or less like a conveyor belt?" Ben suggested.

Gwen turned her head to face Ben with wide eyes. "Y-yeah… that's a good comparison." She stuttered, slightly thrown off by her cousin's logical evaluation.

"Who knew Ben had it in him." Kevin joked with a smile. He inputted more commands into the terminal before speaking up again. "All right, I've activated the Quantum Drive. We just have to let it charge for a couple of minutes and then get ready to go faster than you ever have before."

"But what's to keep whoever's shooting at us from following us into hyperspace?" Ben questioned.

Kevin looked at Ben incoherently. "Dude we'll be going way, way faster than the speed of light. I doubt that even with their hyperspace drive that they'll be able to keep up. Much less follow us," He answered.

"I hope you're right," Ben replied. "Still, I wonder who it is attacking us."

* * *

The hostile craft was three times larger than the Rustbucket 3 and its main colour scheme was black and red. Its overall shape was similar to that of a tuning fork with a conning tower at the back. Crimson electricity fluctuates between the split ends of the ship, and barrages of red energy spheres were being discharged towards the green vessel it was pursuing.

Inside the command centre of the enemy battle-cruiser, a large figure sat upon a throne while dozens of drones manned multiple terminals situated throughout the room. The drones type frantically to keep the ship's functions optimal while simultaneously shooting at their target.

The being in the throne is roughly forty-foot-tall and his legs, torso, chest and shoulders were attired with red and black techno-organic Armor. Black cylinders protruded from his massive arms and the figure's exposed arms and head are coloured green. Tentacles hang down from its face like a beard while a breathing apparatus was positioned over his mouth. All in all, the atmosphere around this being was sinister and foreboding.

This being was none other than Vilgax, known throughout the universe as Vilgax the Conqueror. The once-powerful warlord used to be the ruler of over ten worlds, but after his previous ship had crashed on Earth and everyone presumed him dead, his great empire quickly fell apart. Now that he had escaped from prison, Vilgax was seeking absolute revenge on the individual responsible.

His malicious red eyes honed in on the holographic image of the Rustbucket 3 evading their blasts. Suddenly, the ship abruptly shook as a laser projectile struck a section of the hull near the fusion cannon. Red flashing lights and loud alarms filled the humongous command centre of the battleship.

"We have a minor hull breach, but the engine and weapon functions are still operational" A drone informed in an alert manner.

The huge figure had his arms resting on the armrests of his throne-like chair. He looked at the drone with a stern expression.

"I didn't escape the accursed Null Void to be denied now!" Vilgax replied in a cold, raspy tone.

The holographic screen depicted the engine thrusters of the ship glowing brighter by the second. That could only mean one thing.

" _Lord Vilgax, the enemy craft is preparing to enter hyperspace."_ A drone notified.

A vicious snarl emanated from Vilgax's throat. "Cripple their ship at once!" He ordered violently.

The drones resumed shooting at the Rustbucket 3, but it proved to be a fruitless endeavour. For every blast fired at the spacecraft would either miss its mark or inflict minimal damage. The drones then decided to concentrate their fire on the engines.

"I will obtain my vengeance. The Omnitrix will be mine and I swear upon my life… that I will have Ben Tennyson's head!" Vilgax declared angrily.

Another moment of countless shooting passed by until the drones finally inflicted a couple of direct hits on the green spacecraft's engines. The Rustbucket 3 shook forcefully as conflagration consumed both of the ship's jet-like wings.

" _Lord Vilgax, their engines have been disabled."_ A drone reported.

"Excellent," The warlord rasped. "Fire the cable lines at their ship and reel them in."

After the drones inputted commands into their red monitors, two giant cables with drills attached fired out from the hull. The cables pierced the Rustbucket 3's hull in front of the tail and the lines tightened as Vilgax's vessel began reeling in the damaged Plumber ship.

A sadistic smile formed behind Vilgax's breathing apparatus. Phase One of his plan has succeeded. Now comes Phase Two, ending what he should've finished seven years ago. When he had escaped the Null Void a few cycles ago and acquired his new battle-cruiser, he vowed to get his revenge on Ben Tennyson and claim what was rightfully his.

Once he heard that Ben Tennyson and his friends were sent out on a mission to evacuate a doomed planet, via the Plumber communication signals, he knew that it would be the perfect timing to strike. They were bound to be exhausted from their mission and wouldn't be at their full strength to fight him. After locating their ship, he ambushed them and activated a scrambler pulse so that Tennyson and his friends would be unable to call for help.

It sounded like an ingenious plan, but deep down Vilgax knew that this was not going to be an easy task. He had years of experience of losing to the Omnitrix bearer to prove it. Nevertheless, the cruel, sadistic, and murderous aura around Vilgax seemed to grow stronger. He arose from his throne and walked toward the exit behind him.

"Prepare a strike team in the hanger," Vilgax ordered. He spoke quietly to himself. "You are mine now, Tennyson."

* * *

Ben's emerald eyes slowly fluttered open. As he returned to consciousness, he recalled what transpired merely moments ago. Kevin was telling him and Gwen that the Quantum Drive only required barely 90 seconds to charge and they would be in the clear.

But abruptly, a violent explosion shook the entire ship. Ben had hit the back of his head on his seat so hard he blacked out for a couple of seconds. The sounds of alarms filled his ears while red flashing lights enveloped his vision. Malfunction and error messages were appearing all over the computer terminals. It was obvious to Ben that their situation had gotten worse.

The Omnitrix bearer turned his gaze towards a panicked Kevin Levin pressing multiple buttons on a monitor.

"Kevin?" Ben said apprehensively.

"Our engines are out, the Quantum Drive's malfunctioned, and we're losing air in the cargo bay!" The messy-haired teen explained in a panic tone.

"It only gets worse," Gwen added. "They fired cables at us and they're pulling us in!"

Ben quickly processed the information, despite the speed and urgency of their developing condition.

"We need to get into our Plumber suits now!" Ben advised.

Gwen nodded in agreement. She pressed a yellow button within her reach and a drawer slid out on her left that had three silver and white arm gauntlets stored within. The red-haired girl pulled out the gauntlets and took one while tossing the other two to Ben and Kevin.

Kevin caught his with his right hand and placed it on his left forearm. After an audible click, a white and black Plumber spacesuit expanded across Kevin's body. In less than a few seconds, Kevin was now wearing a Plumber spacesuit, including the strong glass helmet.

Ben and Gwen put their gauntlets on and spacesuits grew around their bodies in an identical fashion. The only difference in Ben's suit is that it has an opening on his left wrist to allow easy access to the Omnitrix faceplate. Unexpectedly, the screen in front of Gwen's seat began to bleep rapidly. She rushed over to it to determine the cause of the alarm. A couple of seconds later, the Anodite teen looked back at Ben and Kevin with a serious expression.

"We've got trouble. Proximity alarm was activated. We've got six boogies heading toward the ship." Gwen said alertly.

"Where are they gonna come through?" Ben inquired quickly.

She glanced back at the monitor for a couple of seconds before turning back. "Through the cargo bay,"

Ben nodded in understanding. He then turned his gaze back to Kevin, who was still typing frantically on the monitor/keyboard.

"Kevin, stay here and try and get the engines back up and running again. We'll call you if we need help." Ben said.

"Got it".

Ben and Gwen both rushed out of the cockpit and through two circular sliding doors that had the Plumber insignia painted on it. Once they entered the large cargo bay, the second doors slammed shut behind them. All the air in the cargo bay had already escaped into the vacuum of space, courtesy of the blowtorch contraption cutting through the ceiling.

The rectangle shape cut went flying out into space as five robots swarmed into the cargo bay. Ben and Gwen instantly recognized their design from seven years ago. They stood on three insect-like legs, were plated in reddish-orange Armor, and stood roughly fifteen feet tall. Though they were smaller than the ones in the past, the duo remembered them well.

They were Vilgax's attack drones. They first encountered them on that fateful summer road trip when Ben found the Omnitrix. After the five battle drones were inside, they formed a line across the width of the room and aimed their wrist blasters at Ben and Gwen. Ben placed his index and middle finger to the Omnitrix faceplate while Gwen supercharged her hands with pink mana. The superheroes and mindless automatons stared at each other for a second before a large figure dropped from the hole in the ship.

Ben and Gwen both gasped upon seeing who it was. The former's shock quickly turned into anger in the presence of his long-time foe.

"Vilgax!" Ben exclaimed in rage.

In order to fit inside the cargo bay, Vilgax mentally shrunk his body from forty feet to twenty feet, only a couple feet shorter than the ceiling. A large, deadly sword was sheathed across his back while a golden gauntlet garnished his left wrist. The dangerous warlord shot a lethal glare towards the brown-haired human he despised so much.

"Tennyson," Vilgax snarled.

"How did you get out of the Null Void this time?!" Ben demanded rather than asked.

Vilgax scoffed. "You as well as anyone should know that no mere prison, no matter if it's in this dimension or not, can hold me."

"I thought you would've finally learned your lesson about trying to kill me, especially after the Diagon incident".

Vilgax narrowed his eyes murderously at his archenemy. "This time will be different. As you can see…I've made some changes since our last encounter. I'm much stronger and powerful than ever."

"The only change I see is that you've made yourself even uglier than before." Ben countered, grinning cockily.

Vilgax viciously growled from Ben's insult, glaring at him with contempt.

"Enough of this! Destroy the Anodite, but leave Ben 10 to me." Vilgax commanded to his battle drones.

The battle droids charged forward and started firing crimson energy blasts at the duo. Gwen quickly summoned a pink mana shield in front of her and Ben. In a swift motion, Ben tapped the black Omnitrix faceplate. A green holo-ring appeared over the watch with the top half of the ring depicting the head icons for his transformations.

He pressed the icon that was already in the box at the top of the ring. The square plate slid back to allow the core to pop out.

"It's hero time!" Ben shouted as he slapped down the dial.

A green flash of light consumed Ben's body. His height increased by a foot-and-a-half as his skin colour turned to an assortment of blue and black. When the light died away, an anthropomorphic moth with the Omnitrix dial present on his chest stood in Ben's place.

" **Big Chill!"** Ben said in a cold, eerie voice.

Big Chill unfurled his wings and flew over Gwen's shield and towards the charging robots. The Necrofriggian inhaled deeply before releasing a sub-zero breath attack. The first three battle droids were immediately subdued as their forms were encased in thick ice. Ben, knowing that his mana user cousin could handle the other two drones, focused his attention on Vilgax.

The green gladiator growled in annoyance to see three of his attack drones already destroyed. Out of frustration, Vilgax had forgotten what this alien was capable of, and unsheathed his sword - which was engulfed with red flames - and rushed at Big Chill followed by a loud battle cry.

Ben had anticipated this move and simply went intangible. As the flaming sword phased through Big Chill, the sword and Vilgax's right arm were instantly consumed by thick sheets of ice. The Necrofriggian didn't let up as he hastily went through the ex-conqueror's torso, thus causing him to become completely frozen solid. Big Chill landed in front of Vilgax's frozen form and folded his wings to resemble a phantom-like cloak.

"Are you sure that you got stronger Vilgy… not just more reckless?" Ben taunted.

Suddenly, the black cylinders on the squid face warrior's arms ejected into his appendages. As a result, his arms grew twice as large and his already impressive strength increased by threefold. Cracks grew across the ice chuck encasing him until Vilgax finally busted out.

Big Chill immediately went intangible to avoid being hurt by his own ice whilst Gwen summoned a shield to cover herself. He looked at Vilgax to see the rage in his cold, red eyes had remarkably intensified.

"Pathetic," Vilgax hissed.

Before Ben could quip back, the golden gauntlet on Vilgax's left forearm illuminated. With quick reflexes, he snatched Big Chill by the neck, despite the fact that he was intangible.

"If you recall, I can easily touch your Necrofriggian's intangible form with the Shield of Ziegel."

Without warning, yellow-coloured electricity flowed from Vilgax's left hand and enveloped Big Chill's form. The Necrofriggian screamed in a raspy voice as unbearable pain shot through his body. This continued for about ten seconds until the gauntlet ran out of juice. Big Chill's arms and wings hung down as the electric attack stopped.

"Your attack methods haven't changed one bit, child." The warlord remarked as he tossed Ben into the cargo bay wall.

Big Chill grunted from the impact and fell to his hands and knees. His head rose shakily as he narrowed his eyes in anger at his adversary.

"Well…if that wasn't good enough for you…then maybe this will be. Time to go Ultimate!" Big Chill shouted.

He slapped the Omnitrix dial on his chest again. Four spikes extended from the dial as another green light enveloped Ben's body. After the flash had subsided, the only noticeable difference to Big Chill was that his body colour had changed to an assortment of red, orange, and yellow to give him a fiery appearance.

" **Ultimate Big Chill!"** He exclaimed loudly.

Another battle roar emanated from Vilgax as he charged at Ultimate Big Chill with his sword reared back. Ben inhaled deeply and as soon as his opponent got within range, he exhaled a large breath of fire. The plasma breath made contact with Vilgax's legs, causing them to instantaneously freeze over and be encased in a thick chunk of ice. Grunts escaped from underneath his mask as he struggled to pull himself free from the ice, but it was proving to be difficult.

Before Ultimate Big Chill could initiate another attack, a fairly large sphere of pink energy slammed into Vilgax. The force behind the blow sent the warlord flying to the other side of the cargo bay. He slammed into the wall with such force it pierced the hull of the ship.

The hyper-evolved Necrofriggian turned his gaze behind him to Gwen staring back with a smirk. It seemed she had no trouble in handling those two battle droids Ben left for her, considering they were merely piles of burnt metal and circuitry on the floor.

The two cousins turned their attention to the monstrous form of Vilgax, who was pulling himself out of the wall. He eyed down the two super-powered cousins with bloodlust eyes.

"You will not defeat me again!" Vilgax declared.

This time, it was Gwen's to turn to quip. "I don't know…Ben and I have kicked your green butt plenty of times in the past. What's so different about this time?"

The green goliath shot daggers at Gwen before he proclaimed. "This time…my strength and my power have increased to extraordinary limits. No one can stand against me. Not even your new Omnitrix can save you now, Tennyson."

"Yeah, yeah, yeah blah-blah-blah, let's just skip the 'evil speech' thing and get to the part where we humiliate you and send you back to the Null Void already." Ultimate Big Chill rasped.

Vilgax snarled angrily. The warrior reared back his sword and charged at his most hated enemies again.

…

Meanwhile, inside the cockpit, Kevin was working tirelessly to bring engine functions and major systems back online. It was proving to be a difficult challenge considering the Rustbucket 3 took a big hit from the enemy ship. While he was typing on the monitor, typing codes to correct the errors in the systems, his curiosity got the best of him.

He turned on another screen to show the live video feed of the cargo bay. His eyes widen as a small gasp escaped his throat.

"Vilgax! But how?" Kevin muttered confusingly.

He was stumped at how Vilgax managed to free himself from the Null Void or even how he found them out here in the vast region of space.

The screen was filled with green for a second as Big Chill changed into Ultimate Big Chill. The black-haired teen began to work even faster. Kevin could only hope his teammates could keep Vilgax at bay until he could get the ship running again.

As he was correcting malfunctions in the computer system, something caught his full attention. On the terminal that displayed the meter for the Quantum Drive's charge level was still rising. Even though the computer clearly stated that there was a malfunction in the Quantum Drive's machinery, it was still charging, and it appeared it was only seconds away from reaching the green.

Kevin pondered on this predicament for a fleeting moment until a startling conclusion popped up in his head. The only way the Quantum Drive could still be charging was if it was about to…

Kevin audibly gasped as he swiftly activated the com-links to Gwen's suit and Ben's Omnitrix. "Ben! Gwen! We need to abandon ship… Quantum Drive's energy field is building to overload!" He yelled.

Unfortunately, the warning came too late as the needle left the yellow and touched the green.

"Oh no,"

All of a sudden, the ship began to shake as bluish-white light consumed the Rustbucket 3's exterior. The light became brighter by each passing second, causing Kevin to shield his eyes and look away.

…

A ferocious roar bellowed out from Vilgax's throat as he swung his blade at Ultimate Big Chill. The hyper-evolved Necrofriggian easily went intangible and avoided the swing, only to witness Vilgax's sword freeze over. Nevertheless, the energy and heat coursing off of the blade easily melted the sub-zero ice.

Ultimate Big Chill flew around Vilgax, trying to keep his full attention, which was proving successful. After going a full circle, Ben landed in front of the warrior while dropping his intangibility and folding his wings over his body.

"C' mon…Vilgy…that can't be the best you can do." Ben mocked.

The Omnitrix bearer's jokes only enraged Vilgax further as he roared even louder and raised his sword vertically, preparing to bring it down on Ultimate Big Chill's head. However, Ben anticipated this move and easily went intangible and phased through the floor at the last second. There was so much energy behind the strike that his sword cut a deep crevasse in the floor that pierced the Rustbucket 3's hull outside.

After he pulled his sword out of the cut floor, he scanned the room for Ben, only to be met in the face with multiple pink energy spheres. Vilgax grunted loudly as he stumbled backwards from the pain being inflicted on his face. Gwen continued her onslaught by shooting mana out of her hands.

Gwen then concentrated her abilities and summoned mana tendrils out of her hands. The strong, pink tendrils wrapped around Vilgax, pinning his arms to his sides. Seeing his golden opportunity, Ultimate Big Chill phased back into the room and flew towards Vilgax's restraint form. Ben soared around Vilgax at high speeds while also exhaling a colossal amount of fiery-ice breath. It looked like a twister of fire was swallowing up the warrior's body.

A moment later, Ultimate Big Chill stopped flying around his opponent and landed by his cousin. The fiery Necrofriggian folded his wings as he and Gwen looked at Vilgax, who was completely trapped inside a large chunk of ice.

"Calamari on ice anyone?" Ben joked.

Without warning, Gwen's built-in com-link in her suit and the communication feature on Ben's Omnitrix blared to life with Kevin's voice.

" _Ben! Gwen! We need to abandon ship… Quantum_ _Drive's energy field is building to overload_ _!"_ Kevin said alertly.

Ultimate Big Chill and Gwen looked at each other in alarm.

"We need to get out of here fast!" Gwen said loudly.

"Agreed,"

Suddenly, the duo felt the entire ship shake violently. They ran out of the cargo bay and through the two doors leading into the cockpit, only to see blue electric charges consuming the window. The light became so intense that Gwen and Ultimate Big Chill were forced to cover their eyes from the blinding light.

"Kevin, what's going on?" Ultimate Big Chill asked in a ghostly voice.

"The Quantum Drive was still charging even though it was damaged. It's about to overload!" Kevin exclaimed with his eyes shut and his hands placed over his helmet.

"Let's get out of…"Ben was unable to finish his sentence.

Out of nowhere, an unexpected phenomenon appeared in front of the Rustbucket 3. A blinding white rip in space-time emerged in front of the green spacecraft. It continued to expand until it completely dwarfed Vilgax's battleship.

The outer edges of the rip were fluctuating rapidly with blue and gold energy. The suction force of the unstable portal sucked both the Rustbucket 3 and Vilgax's warship inside like water going down a drain. Once the two crafts vanished into the singularity, the vortex closed and disappeared… as if nothing was there in the first place.

* * *

 **Transformers: Prime Universe, Earth's orbit**

A bright yellow star shined brightly. Orbiting around the fiery behemoth were four rocky planets and four giant gas planets. The third planet was the only one harbouring life. It was a world where seventy percent of its surface was covered in oceans. The landscapes range from mountains, deserts, forests, arctic regions, to human civilizations. The natives of this world named their home Earth.

Without warning, in-between Earth and its barren moon, an enormous bluish-white rip in space appeared. Two objects were expelled from the fluctuating phenomenon before it vanished into oblivion. The first was a large green jet shaped spaceship. The exterior of the green craft was battered and dented in multiple places. Two cables were attached to the ship in the section of hull in front of the tailfin.

On the other end of the cables was a massive interstellar ship that was three times bigger than the ship it was currently attached to. Its colour scheme was mainly black and red while its overall shape was similar to a tuning fork with a conning tower at the back serving as the bridge.

The distance between the two spacecraft and the blue marble shrunk by the minute. Inside the cockpit of the Rustbucket 3, all the computer terminals were dark. As she returned to consciousness, Gwen weakly lifted her head off of the floor.

At first, all she remembered was that she had blacked out for an unknown amount of time. But the memories soon came rushing back to her. The fight with Vilgax, Kevin saying the Quantum Drive was about to overload, and then…white light filling her vision.

The auburn-haired girl looked around to see Kevin sitting in the pilot seat unconscious and Ultimate Big Chill lying face down on the floor. The Anodite teen steadily picked herself off the floor and walked over to Kevin.

"Kevin, you okay?" Gwen asked as she shook his shoulder.

A couple moans emanated from Kevin's throat as his steely blue eyes began to slowly flutter open. His vision was blurry for a moment before it refocused. The first thing he saw was Gwen, still in her Plumber spacesuit, and a worried look on her face. He shook his head to clear the cobwebs before he arose from the seat.

Gwen stood by his side to lend support. "I'm…ugh…peachy. But what happened? Where are we?" Kevin inquired.

"Good question," Ultimate Big Chill commented.

The hyper-evolved Necrofriggian had already picked himself off the floor, thanks to his impressive endurance. Suddenly, he turned his neck towards the closed door. From the other side, he could hear the sounds of ice cracking.

"But we've got a bigger problem…Vilgax. Gwen with me! Kevin…"

"Yeah, yeah stay here and try and get the ship under control, I got it," Kevin replied.

Gwen helped her boyfriend back into the chair before she sprinted towards the sliding door. Ultimate Big Chill floated off the ground and phased through the door. The first thing they saw was the icy prison Vilgax was currently trapped in breaking apart rapidly.

Once again, the iceberg shattered into pieces, freeing the now very pissed off green gladiator. He eyed both Ben and Gwen with a malicious stare.

"You insects will pay for that!" Vilgax threatened.

"Not today," Ultimate Big Chill whispered coldly.

Vilgax bellowed out once more as he charged straight at the duo. In response, Ultimate Big Chill went intangible and inhaled deeply while Gwen super-charged her hands with mana.

…

Back in the cockpit, Kevin was attempting to get the ship's systems back online. However, it was proving to be a fruitless endeavour.

"Come on you piece of scrap, work!" Kevin yelled frustratingly.

It was no use, unfortunately. The terminals were dead. It confirmed his fear that the circuitry and the computer boards were completely fried. All the controls, besides the steering mechanism, were completely worthless.

Kevin's panic and fear only increased when the view of a blue and green planet became bigger and bigger. The black-haired teen's eyebrow rose from suspicion and slight shock.

"Hey…this planet looks like Earth," Kevin noted.

He studied the planet's surface for a few more moments. He observed the oceans and the shape of the continents and discovered that it was an exact match to Earth's terrain.

"What the…it is Earth!" Kevin was silent for a moment before he chuckled a bit. "Heck, even though it was broken…that Quantum Drive still did the job."

His smile quickly faded when he realized that the ship was only seconds away from entering Earth's atmosphere. Kevin had mixed doubts that with the beating their vessel took that if it would survive in re-entry.

"Uh, guys…we're about to hit Earth's atmosphere. Brace yourself for re-entry." Kevin said over the com-links.

…

Ultimate Big Chill went flying backwards before he slammed into the floor and rolled across it a few times. He came to a stop near Gwen, who was face down and trying to regain her bearings. Ultimate Big Chill held back a groan as he lifted his head off the floor. His whole body was shot with throbbing pain, but Ben fought through it.

He looked up to see Vilgax's strolling towards him with his red flaming sword in hand. Suddenly, Kevin's voice blared through Gwen's com-link and Ben's Omnitrix once more.

" _Uh, guys…we're about to hit Earth's atmosphere. Brace yourself for re-entry."_

"We are in the Earth system? Good! Your homeworld will bear witness as I hold up your cadaver and claim your world as my own." Vilgax stated.

"Has anyone ever told you that you talk too much?" Ben retorted, narrowing his eyes at his archenemy.

Vilgax growled as he lifted up his sword and prepared to bring it down on Ultimate Big Chill. But the green warrior was interrupted as a powerful blast of mana slammed in-between his eyes. Even for an invulnerable titan such as Vilgax, getting smacked between the eyes still hurt. He stumbled backwards a bit before catching his balance.

The warlord shot daggers at Gwen, who was back on her feet. Her hands and eyes are glowing pink with mana.

"Back off," She commanded.

Before Vilgax could retaliate, he immediately noticed that Ultimate Big Chill was missing. Suddenly, for the third time, he felt his entire body freeze over as Ben phased through Vilgax's form from underneath.

At that moment, the Rustbucket 3 began to shake even more rapidly. A fire consumed the front of the jet shaped craft as it descended towards the planet surface. Upon re-entry, the cables attached to the Rustbucket from Vilgax's battleship snapped from the intense heat. The battleship fell uncontrollably on a perpendicular course to the Rustbucket 3 as the distance between the two spaceships became wider and wider.

Suddenly, the tail end of the Rustbucket snapped off and went flying back in the fiery, smoky wake of the ship. For the third time, Vilgax busted out of the sub-zero ice chunk only to be met with the strong suction force of the winds flying past the vessel. Vilgax's hands grabbed hold of the floor and planted his feet into it as well.

Ultimate Big Chill and Gwen leaned back, trying hard against the wind. An idea to get rid of Vilgax suddenly popped up in Ben's head…at least for a little while. The hyper-evolved Necrofriggian inhaled deeply before exhaling another fiery, super-cold breath attack.

Everything but Vilgax's head was encased in a thick layer of ice once more. Ultimate Big Chill then turned towards his cousin. "Gwen!"

She nodded her head in understanding. The Anodite teen's fist lite up with pink energy and charged up momentarily before she discharging a powerful blast of mana. Vilgax's red eyes slightly widened as a sphere of pink slammed into his head.

"Tennyson!" Vilgax cried out.

His frozen form went flying out of the large opening in the cargo bay and disappeared in the flaming wake of the Rustbucket 3.

Ultimate Big Chill went intangible and levitated off the ground. He picked up Gwen and made her intangible too before phasing through the wall and into the cockpit. Ben made him and his cousin tangible again upon entering the room.

The fire was the only thing that could be seen out the window. Gwen ran towards Kevin while Ben floated behind her.

"Kevin?" Gwen asked, specifically on the ship's status.

"We're coming in hot! And the controls aren't responding!" Kevin answered.

"How long till we impact?" She inquired.

"Three minutes," Kevin answered.

"Then we better abandon ship while we still can." Ultimate Big Chill said.

The fire in the windows dissipated and a clear view of a desert region, thousands of feet in the air, came into view. Ultimate Big Chill grabbed Gwen's left arm with his right hand while he grabbed Kevin's right arm with his left one. Focusing hard on his abilities, Ben was able to make all three of them intangible.

Ultimate Big Chill floated upwards with Gwen and Kevin in tow and phased through the roof of the cockpit. The trio flew outside and was unaffected by the heat coursing from the ship's hull. Ben flapped his wings and ascended into the clouds, putting a safe distance between them and their flaming ship.

The Rustbucket 3 remained fairly intact during its descent, despite losing its tail and a chunk of the backend. Fire engulfed the nose and underside of the vessel as it continued its fall down into the desert region below.

…

It was early morning in the town of Jasper, Nevada. The yellow sun was beginning to peak over the eastern horizon and the many rocky plateaus that fill the landscape. A black sky was turning into one of blue with pink-purplish cloud wisps that resembled a paintbrush stroke. The serene feeling to the ole country town was shattered as a loud boom echoed across the sky overhead.

If anyone was outside, they would've seen a fireball falling from the sky. The object passed clean over Jasper and descended west, miles and miles away from the city.

The Rustbucket 3 finally crash-landed inside a wide, deep lowland area with nothing but sand and rock filling the bottom. An audible explosion could be heard for miles as the ship made an impact and shook the earth. An onyx mushroom cloud arose from the wreckage and high into the atmosphere.

As the smoke slowly dispersed, a large crater spanning a half a mile in diameter could be seen at the bottom of the gorge. In fact, the impact was so powerful and destructive that both ends of the canyon walls had collapsed over a hundred feet back. The impact zone was nothing more than a smouldering area of fire, smoke, and rumble.

The only remains of the Rustbucket 3 were pieces of small green plating scattered around the bottom of the crater.

Ultimate Big Chill, Kevin, and Gwen dropped out of the sky and descended towards the crash site. They landed ten yards from the smoky rim of the big hole in the ground. The trio stared at the smoking crater for a few moments.

A flash of green light brought Gwen and Kevin back to reality as Ultimate Big Chill turned back to Big Chill and then back to Ben. The emerald-eyed teen stepped forward and gazed at the wreckage for a few seconds before breaking the silence.

"Well... this sucks." He stated.

He then started looking around to observe their surroundings. It was obvious they were in a deep, wide gorge in the middle of a desert. But the question remains, where?

Ben turned around to face his friends. "Okay, so does anyone know where the hell are?"

* * *

 **A/N: Well I hope you enjoyed! If I made any spelling or grammar mistakes anywhere please tell me. Leave any questions & comments in the review box. Until next time… TOAA out.**


	2. Chapter 2

**A/N: Firstly, Happy New Year to all and I hope everyone enjoyed the holidays. Hope the new is just as eventful as the last (not in a bad way of course).**

 **Should have mentioned this at the beginning,** **bold will be used for Bumblebee's beeping talk.**

 **On with the show!**

* * *

 **Ben 10: Prime Force**

 **Chapter 2: Unexpected Encounter**

...

It was early morning in the desert land of Nevada. The sun was rising over the horizon and the atmosphere was turning from black to light, faded blue. The scarce pink-purplish clouds overhead resembled strokes from a paintbrush. The sandy, golden plateaus and the many rock formations in the vast desert look quite marvellous as the morning rays lit up the land.

However, something seemed out of place in the desert landscape. A trail of smoke clouds could be seen rising from the bottom of a deep, wide gorge. At the bottom of this rocky canyon was a fairly large crater that happened to be the source of the onyx plum.

Inside the crater were glowing red hot fissures that were created from the intense force of the impact. Not much remained of the object that crash-landed in the canyon. The object in question happened to be a highly-advanced Plumber ship dubbed the Rustbucket 3. Only small fragments of green plating and a few tiny sections of the wings remained of the spaceship.

Ben and Gwen Tennyson and Kevin Levin stood at the rim of the burning hole, all three of them in deep thought over the events that had just transpired. Everything from the evacuation mission, getting attacked by Vilgax, the Quantum Drive overloading to now were being replayed in their minds.

A moment of silence passed by before Ben turned around to face his friends. The trio's Plumber spacesuits had already manifested back into gauntlet form on their arms.

"Okay, so does anyone know where the hell we are?" Ben asked.

Gwen shrugged. "I don't know. Kevin?"

Ben and Gwen both looked at Kevin, expecting some kind of answer from him regarding their current situation.

"Well, …we are on Earth. That much I do know." The messy-haired teen replied.

"Wait, wait time out! We're on Earth?! How did we get here?" Ben inquired, shocked to hear that they were already back on their home planet.

True, Ben had heard Kevin say they were entering the Earth system when he and Gwen were fighting Vilgax. But he was still a bit surprised since Kevin had said the Q.D. had malfunctioned.

Kevin merely shrugged his shoulders. "To be honest, I'm not sure. The Quantum Drive had malfunctioned after Vilgax's ship shot the engines out. But amazingly, the thing was still charging even though it was broken."

Gwen held her chin with her thumb and index finger in a thinking matter. "How could it still work if it was broken?"

"Beats me," The half Osmosian said. He then began to rub the back of his neck sheepishly. "I never really read that part in the manual",

Just then, the emerald eyes of both Ben and Gwen glared at Kevin angrily.

"You mean to tell us you installed that thing into our ship without reading the whole manual?! Without knowing what that thing could do?" Ben complied in a raised voice.

Gwen narrowed at her eyes at her boyfriend and crossed her arms over her chest. She was equally as mad as Ben was at Kevin. The two cousins glared at him awaiting an explanation.

Kevin raised his hands in a placating matter. "Okay, okay I'll admit that it was kind of stupid of me to not read the entire manual."

"' Kind of stupid'?" Gwen said with a raised eyebrow.

"Alright! It was really stupid of me." He admitted. "I only read enough to know how to install it and how it worked".

Ben face-palmed with his right hand and then pinched the bridge of his nose. He let out a deep sigh filled with frustration. Not only were they without a ship, but Vilgax was back and he was out there, somewhere. Ben knew for certain that he'll be back for revenge, he always did.

Ben waved his hands in front of him for a second. "Okay, okay look… we'll talk about this later. Right now, we gotta get a hold of Grandpa Max and the Plumbers and explain to them what happened. They're going to want to know that Vilgax escaped the Null Void and is loose on Earth."

The magic-user and the Osmosian nodded in agreement. Gwen then pulled out her Plumber badge out of her pocket. It was a circular disk with the same green hourglass symbol that was on Ben's Omnitrix.

"Agent Gwen Tennyson to Plumber HQ, come in Plumber HQ," Gwen said to the badge.

However, the only thing she got in response was static. She, as well as Ben and Kevin, raised a brow in confusion. Their Plumber badges could get a signal anywhere on Earth, no matter how far they were from civilization.

Gwen tried again. "Agent Gwen Tennyson to Plumber HQ, come in Plumber HQ."

Again, there was nothing but static.

The auburn-haired girl lowered the disk and looked at Ben and Kevin with a slightly worried expression on her face.

"That's strange. We can always get a signal on Earth. Even in the vast void of space" Gwen noted.

"Let me try mine" Kevin replied.

He pulled out his Plumber badge from his pocket and tried calling in Plumber headquarters twice. But he was met with the same results as Gwen.

"Mine's not working either"

"Let me try calling them with the Omnitrix." Ben offered.

The brunette tapped the Omnitrix faceplate and activated the communication function. However, just like with Gwen and Kevin, all Ben received was static. A frown appeared on Ben's lips. Something was wrong.

"Okay…how in the world are the com-links on the Omnitrix and your Plumber badges not working?" Ben queried in an annoyed tone.

Kevin hummed as he tried to contemplate on a possible explanation. A few seconds later, he suggested, "After the Quantum Drive overloaded, all the equipment and controls in the Rustbucket were short-circuited and wouldn't work. Maybe it did the same to our badges."

It seemed like a logical answer, except for one thing…

"There is one problem with that," Ben claimed. "Azmuth told me he built an Anti-EMP barrier and other types of high-tech shielding that protect the Omnitrix from energy fluctuations like that. What happened on the Rustbucket shouldn't have affected the Omnitrix in any way, whatsoever".

"Good point, but I did say 'maybe' it screwed up our badges. I never said it did, it was just a possible explanation" Kevin argued.

While Ben and Kevin argued, an idea popped up in Gwen's head. She reached into her jean pocket and pulled out her pink cell phone. She checked to make sure if it was still operational. If Kevin's presumption was correct, that energy wave from the Quantum Drive should've easily disabled their cell phones too. Gwen pressed on the button, and miraculously…the screen actually came to life.

"Uh guys," Gwen caught Ben and Kevin's attention. "My cell phone still works. If that energy wave did short circuit our badges, then wouldn't it have made my phone an overpriced paperweight?"

Ben and Kevin looked at each other for a second before returning their gaze to Gwen. They both were both inwardly stunned to hear that Gwen's phone was still working. They then decided to follow Gwen's example and check and see if theirs worked too.

After pulling them out of their pockets and turning them on, Ben and Kevin discovered that their cell phones were completely fine.

"Okay…so if the Quantum Drive didn't mess up our badges then what did?" Kevin asked.

There was a period of silence as Ben, Kevin, and Gwen contemplated on why nobody was answering their com-links.

"Maybe they're having technical difficulties at Plumber HQ?" Gwen implied.

"Someone could be transmitting a signal scrambler pulse?" Kevin added.

"Maybe," Ben replied. "But the reason for why nobody's responding is a question for later. Right now, our main priority is contacting Grandpa Max."

Gwen and Kevin both nodded in agreement to Ben's logic.

"So…what's the plan, hero?" Kevin asked with a bit of sarcasm and was rewarded with an elbow to the ribs by Gwen.

Ben stepped forward and passed the couple. He was staring at the sun that had risen over the horizon.

He turned his head back to the duo. "When we were flying over…I caught a glimpse of a small town that way, about a dozen miles or so." Ben paused as he pointed east. "If we go there, our cell phones can get a signal and we can call Grandpa Max."

"Good plan," Kevin smirked and then focused his attention on Gwen. "So…Gwen, would you mind teleporting us there?"

"No!" The jacket-clad teen interrupted. "Save your strength, Gwen. There's still that chance that Vilgax will find us, and if he does…we'll all need to be at our best to fight him."

Gwen put a hand on her hip as she smirked at her cousin. "You're actually thinking it through, huh?"

"I am smarter than I let on, you know" Ben retorted with his trademark cocky grin.

"So how do we get there? Walk?" Kevin asked.

Ben just gave him an incredulous look. _'Did he really just ask that?'_ Ben thought.

"No, I go Jetray and fly us there," Ben answered.

Before any objections could be made by the messy black-haired teen, Ben tapped the Omnitrix faceplate. The green holo-ring popped up with the head icons occupying the top half. He scrolled through his transformation playlist for a few seconds, until he found the one he wanted. Ben placed the icon inside the box, at the top of the ring, and pressed it.

A beeping sound was made as the square faceplate slid backwards, letting the Omnitrix core pop out. Ben quickly slammed the dial down and was instantly engulfed in a familiar green light. In nanoseconds, his body transformed into red manta-ray like alien with the underside of his wings being coloured yellow.

" **Jetray,"** The Aerophibian shouted as the light died away.

"Dude," Kevin gave Ben a slightly annoyed look. "You really gotta stop calling out your transformations names. We already know who they are."

Jetray glared back at the buff teen and countered, "No way! Calling out my alien names is my trademark. Besides, didn't we already settle this? I shout out my names to strike fear into the hearts of my enemies."

Kevin folded his arms across his chest and looked at Jet Ray with a raised brow. "Uh…no…it doesn't."

Gwen sighed frustratingly as she pinched the bridge of her nose. "If you two girls are done, can we please get a move on!?" She demanded.

"Do we really have to fly Tennyson Airlines again?" Kevin whined.

In a swift motion, Jetray hovered off the ground, grabbed Gwen and Kevin with his feet before any other complaint or remark could be made. In seconds, Jetray was soaring high into the morning sky and quickly making ground towards the little small town in the distance.

"Up, up, and away!" The red manta ray alien exclaimed as he passed through some pink, wispy clouds.

* * *

Over thirty miles south of the Rustbucket crash site was a massive rocky mesa that blended in well with the other plateaus across the landscape. But, in reality, this mesa was actually a decommissioned missile silo from the Cold War. Now, it served as the base of operations for the Autobots.

The Autobots were autonomous robotic organisms from the Planet Cybertron; a world made of metal and was far, far away from Earth. The Autobots, for eons, had been at war with their archenemies, the Decepticons. While the Autobots wanted freedom and peace, the Decepticons dreamt for tyranny and power.

After centuries of civil war, their once magnificent homeworld was left to be nothing more than a barren wasteland. This forced the few surviving 'Bots and 'Cons to abandon Cybertron and set course for the stars.

Eventually, Optimus Prime, the leader of the Autobots, and his small team called Team Prime sought refuge on Earth while forming an alliance with the United States Government. Unfortunately, Megatron, the leader of the Decepticons, and his army were not too far behind.

However, for the past three Earth years, Megatron had been unheard from and Decepticon activity has been relatively quiet. That is, until today. The Decepticons had returned, that is if they hadn't even left at all.

Optimus feared that if the Decepticons were scouting for Energon, they could be preparing for _his_ return.

The former silo was dubbed Autobot Outpost Omega-1. Inside the base, Ratchet, who was Team Prime's medic/scientist, steps to a computer terminal in the main ops room. The gruff-looking figure takes in a deep breath of unneeded air and vents a heavy sigh.

Today was a tragic day for Team Prime. They had lost one of their own: Cliffjumper. Yesterday evening, while on patrol, Cliffjumper drove across an untapped Energon deposit. But the red Autobot was immediately ambushed by a squadron of Vehicon troopers. He fought bravely but was outnumbered and nearly killed when the Energon deposit ignited.

By the time the rest of Team Prime had gotten there, the Energon site was destroyed and Cliffjumper was nowhere to be. Any hopes of him only being taken prisoner were obliterated as Ratchet announced that Cliff's life signal… had gone offline.

The team has been hit hard from the loss of their comrade, but Arcee, Cliffjumper's partner, had been hit the hardest. Ratchet couldn't help but sigh in sorrow for the poor blue femme. She had already been through so much pain in losing Tailgate to that wretched spider, Airachnid. And now this!

Just twenty minutes ago, after the sun had fully risen over the horizon, the Autobots had built a memorial for Cliffjumper on top of Outpost Omega. It was a monument of rocks with a piece of Cliff's horn on it. Though it wasn't much, it would still commemorate his memory.

Even though Arcee had a neutral expression on her faceplate during the funeral, anyone could tell that she was in deep pain. It would be a long time before she moved on from Cliff's death. Until then, Ratchet knew that the femme would talk less and isolate herself from the group.

As Ratchet's optics scanned over the data on the monitor, something quickly caught his attention. The computer had shown that some strange energy fluctuation had appeared just over of Earth's atmosphere, just this morning. Curious, the medic typed in a few commands to decipher what the cause of the fluctuation was. It could be Decepticon related.

After a few minutes, Ratchet discovered that the fluctuation had similar properties of a spacebridge vortex…and it had appeared in Earth's orbit just a mere hour ago. But that wasn't the only thing that caught Ratchet's attention. It appeared that two unknown objects had exited from the phenomenon as well.

He synced with Earth's satellites and maximized the power to the base's sensors to determine if he could find out what these objects were and if they had landed on Earth. The old medic relentlessly continued for five minutes until he found something shocking.

It appeared that the first object to exit the unknown fluctuation had landed only thirty miles north of their base. The second object had disappeared from Omega Outpost's and Earth's sensors mid-way during re-entry.

Ratchet pondered on this unprecedented development. _'Could it be an Autobot ship? That strange fluctuation that occurred in space could've been them leaving hyperspace? But the second object that disappeared is a mystery?'_ Ratchet paused as he hummed. _'Hmm…whatever this is…I must inform Optimus right away.'_

Right on cue, he heard the titanic footsteps of Optimus and Bulkhead walk into the command centre from the large corridor. The gruff bot turned his helm away from the terminal to notify his leader.

"Optimus, something has come up that I believe warrants our investigation." Ratchet informed.

The red/blue metal titan stepped forward while Bulkhead stayed back listening in on the conversation. "Do tell, old friend." He said in a deep, baritone voice.

Ratchet returned his gaze to the monitor before he spoke. "This morning, around an hour ago, an energy fluctuation, similar to a space bridge portal, opened up in Earth's orbit. Out of it came two unidentified objects."

This did peek Optimus's attention. "Do we know the current location of said objects?"

"Only one," Ratchet answered. "During re-entry, the second object had disappeared from our sensors completely. But miraculously, the first one landed just thirty miles north of our base."

Optimus and Bulkhead's optics widen slightly from knowing how close to home this object landed. But then, another question entered Prime's processor.

"Does the human government know of this?" Optimus inquired.

Ratchet huffed. "Unlikely. Since they appeared suddenly in Earth's orbit and entered the atmosphere within a few minutes, their satellites would not have had enough time to track them" He explained.

"Very well," Optimus replied. "Then we shall investigate the landing spot. Ratchet, accompany me. Bulkhead, stand by at base"

"Got it Optimus" The green Wrecker replied.

The orange and white medic strolled to the groundbridge controls. He entered in the coordinates before he pulled down the lever. All of a sudden, a carved-out tunnel in the silo that was occupied with an apparatus of ring structures sparkled to life with greenish-blue light. A few seconds later, a swirling portal took shape at the end of the tunnel.

Optimus and Ratchet walked into the groundbridge. When they emerged on the other side, they observed their surroundings. They were in a deep, wide gorge from the looks of it. But it was what was ahead of them that really grabbed their attention.

Only ten yards from their feet was the rim of a giant, billowing crater. For a fleeting moment, the Autobot leader and the gruff medic stared at the giant hole. It appeared that whatever crash-landed here had had enough force to tear away a few hundred feet of the golden canyon walls and make a two-hundred-foot deep hole.

Inside the crater, they could see red fissures crackling at the bottom and the sides. The smoke ascending from the hole was dissipating, giving them better access to look into the crater.

"A crash landing," Optimus summarized.

"That or it might've just been a meteor." Ratchet implied.

"Only one way to know for certain,"

Optimus stepped to the crater rim and carefully slid down into it. Ratchet was right behind him. It took them only ten seconds to reach the bottom. The duo could feel that the ground was really hot; too much for a human, but bearable for a Cybertronian.

Only after a minute of looking through the crater, they found green metal fragments scattered everywhere. Ratchet had taken a few pieces and places them in his subspace compartment on his hip. He planned to analyse the fragments to determine if their elemental properties were of Earth, Cybertron, or something else.

After five minutes, Optimus and Ratchet had searched the entire crater and didn't find anything else but the small, green metal fragments. Though little remains, it was for certain that whatever crash-landed here was definitely artificial.

Just before Optimus could call base for pick-up, Ratchet spotted something towards the left side of the crater. From the distance, it appeared to be a faint white light.

"Hold on Optimus," Ratchet said before he could contact base. "I think I see something over there."

Ratchet proceeded to the white light with a curious Optimus Prime in tow. Upon entering the location, they found few beams of white light seeped out from a gap in between some rocks. Ratchet carefully removed the small boulders away to uncover the source of the mysterious light.

Lying in the rocks was a metal cylinder. It was five feet long and appeared to be three feet in diameter. The metal plating was burnt and severely dented all over. Tubing and circuitry that could be seen from openings in the seams of the device appeared to be torn to shreds. In the centre of the cylinder, was a small glass porthole with faint white light pouring out of it.

"What do you presume it is, old friend?" Optimus asked.

Ratchet hummed in contemplation as his processor worked to determine a possible origin of the cylinder. The medic held up his right forearm and mentally commanded his scanners to analyse the object. Without warning, a beam of yellow light scanned the cylinder up-and-down. The results appeared on a monitor on Ratchet's arm.

"I'm not for certain, but whatever this is, it could either be a power source or a hyperspace drive…or what's left of one." Ratchet answered. "I'd have to take it back to my lab for further examination."

"Is it stable enough to bring back to base?" Optimus queried with concern.

"My scanners say that the energy source inside the cylinder is fairly weak…currently. I don't believe we have to worry about any…complications."

"Very well, I'll allow it." The massive titan complied. Optimus then placed a finger digit to the side of his helm before he spoke. "Bulkhead, reopen the groundbridge to our coordinates."

Suddenly, a swirling vortex of green appeared right in front of Optimus and Ratchet. The duo stepped through the portal and arrived back in the main ops centre of their base.

Bulkhead's optics was instantly drawn to the burnt, beat up cylinder in Ratchet's servos. Out of curiosity, the former Wrecker stepped towards them to get a better look at the object.

"Cool. What's that?" Bulkhead asked as he approached closer to Ratchet.

"Ep, ep, ep!" Ratchet exclaimed. "Don't touch! I need to study this artefact and I don't need you breaking it within five minutes".

As Ratchet carried the cylinder to his lab across the command centre, Bulkhead huffed annoyingly before he turned back to Optimus.

"So, what'd you find out there?" The hulky warrior inquired.

"We determined that it was a crash site. Of what, we do not know. All we found leftover in the crater were metal fragments and that cylinder."

Bulkhead looked down as if he was thinking deeply. "You…think it could've been a Cybertronian ship?"

"It's difficult to say," Optimus replied. "We didn't find much remaining at the site. But Ratchet did bring back some fragments to see if they correspond to any Cybertronian metals."

Bulkhead simply nodded from understanding. He then decided to change the subject to something a little more sensitive.

"I know this is off topic but…do you think Arcee will be okay?" He asked worriedly.

Bulkhead, like everyone else, was worried for the femme's emotional state. After all, she had lost her second partner, a great friend that she enjoyed being around with. Now that Cliffjumper's gone, it was foreseeable that Arcee would begin to cut herself off from everyone.

Optimus looked at Bulkhead but was silent. His blue eyes illuminated with eons of battle, suffering, kindness, and wisdom. The last of the Primes remained silent for a moment before he spoke again.

"Cliffjumper and Arcee were very close, as you know. She will be grieving for quite some time." He paused. "We can only hope that in time, she learns to accept it and move on, and hopefully…for her sake, find a new source of happiness."

* * *

It took only a few minutes for Jetray and his passengers to reach the small, desert town. Jetray looked down and spotted a few, secluded warehouses. Out of habit for not wanting to be seen, the red manta ray alien swooped down and landed behind one of the big storage buildings.

He set Gwen and Kevin to their feet before tapping the Omnitrix dial on his chest. In a flash of green light, Ben turned back into his human form.

Kevin looked at Ben and said, "Why do you bother trying to keep out of sight? Everyone in the world already knows who you are."

Ben turned to face his best friend with a serious expression. "Because dealing with the press and the mobs of fangirls get pretty annoying after a while. The less attention I draw, the better".

The trio then proceeded out of the warehouse area and walked down a sidewalk they believed would take them into the downtown area. From there, they could find out where they are and get a phone to contact Grandpa Max.

"Still hate being famous?" Gwen asked as they strolled down the sidewalk.

"It was pretty cool at first, but after dealing with Will Harangue, the countless fans invading my space, and the whole Jennifer Nocturne incident…I realized being a celebrity blows. I really wish I had my secret identity back." Ben admitted sincerely.

"I feel for yah," Kevin replied.

For the next ten minutes, Ben replayed the events that led to their current predicament; everything from evacuating an entire planet, getting ambushed by Vilgax, and the Quantum Drive overloading to now. Ben was still curious as to how Vilgax managed to escape the Null Void. On the other hand, if Kevin was able to find a way-out years ago, then chances were that Vilgax could too.

As they were walking, Ben snapped back to reality when he realized they arrived in what they believed was downtown. There were old brick buildings, shops, and multiple businesses on every street and corner. This town had a sort of country feel to it that could make anyone feel a bit relaxed.

Despite being a city boy, Ben did enjoy the wide-open spaces and fresh air that a town such as this could provide. As the trio strolled by a hardware store, something caught Ben's eye. He stopped and picked up a paper from the newspaper rack outside.

"Hmm…we're in a town called Jasper, Nevada," Ben noted as he read the top of the newspaper.

Gwen pulled out her pink phone from her pocket. A noticeable frown crossed her face as she sighed. "Still no phone signal," She muttered.

Ben and Kevin took out their cell phones and saw similar results. Ben looked down in contemplation. "That's weird." He said. "Even though this town is small it should still have a cell phone tower somewhere."

"Imagine that, no service in Boreville." Kevin quipped.

Suddenly, Ben heard a distinct rumbling from his torso. It was then that he remembered he hadn't eaten anything in over twelve hours. He felt his stomach rumble again. Thoughts of chilli fries and smoothies filled his Ben and almost caused him to lick his lips. The brunette teen quickly decided he needed to get something to eat, if not that, then at least a smoothie.

"We'll split up. You and Kevin see if you can find a phone to call Grandpa Max. I'm…gonna go…somewhere." Ben said.

Gwen raised an eyebrow as she folded her arms over her chest. "Oh…and do what?" She asked suspiciously.

Ben rubbed the back of his neck sheepishly, and let his eyes wander to the ground a bit. He was feigning for a believable excuse to break off from the group so he could get something to eat.

"I'm going to go see if that place down there is any good" Ben pointed to burger joint a couple of blocks to the right. From where they were, they could see a giant sign that read: K/O Burger Drive-In.

Gwen looked at him incredulously. " We nearly got vaporized by Vilgax, lost our ship and you're seriously worried about food?!"

"I'll ask for a phone while I'm in there," Ben assured. "Besides saving an entire race from extinction and fighting Vilgax makes me hungry plus, a guy's gotta eat".

Gwen lowered her head and sighed. "Alright, go. We'll find you when we get a hold of the Plumbers."

Ben smiled and nodded before he parted ways from Gwen and Kevin. He crossed the relatively empty street with his hands in his jean pockets. Though Ben was thinking about a smoothie and getting something to snack on, he was also pondering about Vilgax.

He and Gwen both witnessed him burn up in a fireball during re-entry. But Ben knew better. Vilgax would be back. It wasn't a matter of 'if', more so a matter of 'when'.

As Ben was walking, he caught sight of a couple of boys close to his age coming his way, talking to one another. He immediately lowered his head to avoid their gaze. Usually, when he was in public, he had the press bombarding him with questions, girls trying to mob him, or the people who listened to Will Harangue giving him daggers.

But remarkably, the two teens walked passed by him without batting an eye. Ben looked back momentarily before he continued walking, his brow rose in confusion. People always noticed him, especially teenagers! Yet those two walked right by without even glancing at him.

' _Okay, that was weird.'_ Ben thought. _'Do those guys watch the news? Did they know who I am? Or do they just not care if I'm here?'_ Ben simply shrugged. _'Whatever, fine by me. Besides, after everything that's happened today, I really don't want any public attention right now'_ He said inwardly.

Ben didn't see anyone else walking down the sidewalk. It was mid-morning in Jasper and other than a few cars passing by, it was seemingly quiet. He took a deep breath of air and exhaled it. The peace and tranquillity of this little town soothed Ben's worried mind. but he was still hungry.

He looked up to see the fast-food restaurant, K/O Burger, was now a block away. The brown-haired adolescent sped up his pace in eagerness to satisfy his hunger. Upon reaching the establishment, a sudden realization entered Ben's head.

It was most likely that when he entered the building, the people in there would immediately recognize him. They would either be shocked and excited to see him or angry and demand that he would leave. The latter part was all because of that stupid reporter Harangue for turning the world against him.

Despite what may or may not happen, Ben took a deep breath and did it anyway. He pushed open the glass door and walked inside the restaurant. However, the Omnitrix wielder was met with quite a surprise when he went in.

* * *

Arcee, in her vehicle mode, was driving down a lonely stretch of road that led to Jasper. All around her were rocks and mesas in the distance. It was early afternoon and the sky was blue with white puffy clouds and the sun outshining.

But she did not take notice to hardly any of the scenery around her.

The Autobot femme was lost in her own deep thoughts. Sadness, depression and failure were eating away at her spark. She had just lost her partner and good friend, Cliffjumper. Arcee made sure to keep her emotions in check, but it was proving to be a challenge.

She and Cliffjumper were close, and accepting he was gone was difficult. She had already lost one partner, why did she have to lose a second.

' _I can't believe he's gone. I can still remember talking to him yesterday before we went out on patrol. I can still see that grin on his faceplate.'_ Arcee said inwardly.

Inching closer to town, she reluctantly knocked down her speed to avoid possibly getting pulled over. A moment of inward and outwards silenced passed as the air rushed past her aerodynamic frame.

Suddenly, grief was replaced by anger, anger with herself. _'I should've known better than to allow myself to become really close to him. Sure, me and Cliff had fun together and he did bring out a side of me I haven't shown since Tailgate's…horrid demise, but…knowing how the universe hates me…I should've just closed myself off from everyone.'_ She reprimanded.

When the old buildings of Jasper came into view, Arcee swiftly activated her hologram rider, Sadie. After a moment of letting it sink it, she let out a stress-filled sigh.

' _No, I shouldn't close myself off from everyone. Closing myself off will not make it any easier for me or the team.'_ Arcee thought, remembering an important lesson Cliffjumper taught her when they first met. _'Cliff is gone. There's nothing I can do about it. Sulking around won't bring him back'._

After that latter thought, Arcee instantly recalled what she said to her team before she drove off for Jasper this morning. _"If Cliff is gone, standing around sulking won't bring him back. So, if anyone minds, I think I'll get back to protecting humankind"._

The blue femme began thinking about her earlier statement more and more. ' _Why does Optimus want us to protect humans? It's like Ratchet said, defending them will only lead to more tragedy! Besides, it's not like those flesh bags would ever accept us if they knew of our existence.'_ She paused for a minute. _'I know I never really agreed with Ratchet on this subject before…but after today…I am starting to agree with him. The humans are just weak, primitive organics that don't deserve a second thought. The only reason I protect them is that I'm just following Prime's orders'._

While mulling over her emotions and newfound rash opinion of humanity, Arcee noticed that she was driving out of downtown Jasper. The blue motorcycle stopped at an intersection and turned to the right, unaware at the moment that she was being followed.

All of a sudden, three purple and black sports cars drove out of a gas station parking lot and began steadily pursued the motorcycle. Arcee adjusted her mirrors to where she could see the trio of purple and black cars tailing her.

"Triplets," Arcee growled quietly.

To avoid their detection, the blue Autobot exited off the road and into the nearest parking lot. She drove into an empty parking space right in front of an establishment called: K/O Burger Drive-In.

The femme adjusted her mirrors towards the road. She let out a sigh of relief as the three Vehicons continued down the road, without noticing her. Arcee scanned her surroundings and was pleased to find nobody outside.

"Take five, Sadie," Arcee said as she shut off her motor, deactivated her hologram, and let out her kickstand.

* * *

A couple of minutes after entering the restaurant, Ben walked out with a sixteen-ounce cup of banana-strawberry smoothie. He slurped down the delicious substance, not caring that it could lead to a brain-freeze. After looking at the food K/O served, Ben decided against getting something to eat and settle with a smoothie instead. Even though he did like fast food occasionally, this place's food looked like it would have given him a heart attack.

But Ben was not really concerned with eating at the moment. The superhero adolescent was nearly shocked. When he had walked into the establishment, Ben saw a family eating at a table, and a group of teens seating in the corner, socializing. However, what stunned Ben was the fact that none of these people even looked at him or even noticed him.

Of course, while Ben was in there he did politely ask if he could use their phone. However, the cashier stated that customers were not allowed access to them. Ben huffed. It was a stupid policy. After all, he was a paying customer; he should be able to call somebody if he has to.

But that wasn't what was concerning Ben. The Omnitrix bearer was really confused. Usually, whenever he walked into a restaurant or any public establishment, people would always notice him and/or swarm all over him. But, these people, acted as if they didn't know Ben. This really did confuse the teen hero. He was sure that everyone in the world knew who he was, even people in small towns like this one.

"Something's not quite right. Even in a small town like Jasper, these people should at least be looking at me. After all, it's not every day Earth's greatest hero pays them a visit." Ben said quietly before he let out a sigh. "Still…I guess I really should consider this a good thing. Because I really don't need people's…"

Abruptly, Ben stopped dead in his tracks. Just ten yards to his left was the most beautiful machine he had ever seen. The machine in question was a blue sports motorcycle with white and pink highlights. He unexpectedly lost his grip on his smoothie, letting it fall to the asphalt, and spilling everywhere. Ben ignored it and walked toward the machine in a seemingly mystified matter.

"…love," Ben whispered, completing his earlier sentence.

He approached the motorcycle and starred at it with an awed expression. Arcee fixed her mirror where she could see the incoming green jacket teen.

"Hello beautiful," Ben said. "Where have you been all my life?"

The brunette ran his hands along with the black leather seat, enjoying the feel and curves. Arcee inwardly shuddered, and if she were in robot mode, she would be gritting her teeth, trying to bit back a moan. For some unknown reason, this human's touch felt soothing to her. But under present circumstances, it enraged Arcee.

' _Who is this human? And…why did it feel…good when he touched me? I need to get out of here!'_ Arcee thought alarmingly.

Without warning, Ben straddled her motorcycle form and took a firm grip on the handlebars, almost eliciting a quiet groan from Arcee. He looked at the motorcycle attentively and he was impressed. Though his knowledge of vehicles was small compared to Kevin, he knew that this motorcycle was made for speed.

Despite the touch of pink to the paint job, Ben was falling in love with the bike with each passing second. However, the brunette actually kind of liked the pink. It complemented this bike's blue and white colour scheme very well. Of course, he would be sure to never tell anyone that. Kevin would never let him live it down.

"As soon as I get home, I'm buying one just like you" Ben proclaimed as he looked at the dashboard with wonderment.

"Are you talking to your motorcycle?"

Ben's head shot up in surprise. Standing to his side were two teenage girls that looked to be his age. The one who had asked the question had long red hair tied in a ponytail, green eyes, and a skinny figure. She wore a purple skirt, a pink vest, and a white undershirt. Her friend wore similar attire but had long blonde hair and blue eyes.

The two girls began laughing as Ben's face began to blush from embarrassment.

"M-My motorcycle? No, no, no, of course, I wasn't talking to my motorcycle. I mean, come on! That's just crazy. Who talks to their vehicles? Not me!" Ben grinned sheepishly as he rubbed the back of his neck.

The two girls laughed hysterically from Ben's awkwardness.

' _Way to go, smooth operator.'_ Arcee thought satirically.

Ben merely sighed annoyingly as they continued to laugh on his behalf. It reminded of him when he was ten and when J.T. and Cash would bully him and the school would tease him later for it. That was one of the few things Ben didn't like about his early childhood.

"Listen, girls, I'm sure you want my autograph or something but I'm really not in the mood for fans right now." Ben exasperated.

The redhead and the blonde immediately ceased their laughing. They then looked at each other with a perplexed expression before turning to face Ben. Even Arcee found herself confused by Ben's statement.

"Why would we want your autograph?" The blonde girl asked.

Ben blinked. He stared at them bemusedly. After a few seconds, he spoke again. "Uh…because I'm Ben Tennyson,"

The red-headed tilted her head and crossed her arms over her chest. "Yeah, so?"

"Is that supposed to mean something?" The blonde added.

Ben blinked again as a befuddled demeanour remained on his face. _'These girls don't know who I am? Have they been living under a rock for the past two years?!'_ Ben pondered. The teen hero then started to become more apprehensive as his situation sank in. _'Something's wrong. Something…is not right here.'_

"What do you mean 'is that supposed to mean something'? Of course, it does! I'm Ben 10." Ben replied.

Suddenly, before any other remark could be made, the sounds of revving engines thrummed through the air. Ben turned his head around and identified the source as three purple and black sports cars that looked exactly like each other. The three vehicles revved their engines again before gunning straight towards Ben.

The two girls bolted away screaming. Ben was aiming to activate the Omnitrix but was caught completely off guard when the motorcycle turned on and started moving all by itself. Unexpectedly, Ben yelped and grabbed the handlebars tightly as the bike did a wheelie and turned to face the charging vehicles. The blue motorcycle instantly charged towards the sports car trio.

Ben's only reaction was clinging on for dear life and yelling. Arcee lifted her front wheel up as she gunned it through space in-between the two Vehicons on the right, and towards the street. As soon as her tires hit the road pavement, she kicked up her speed. Arcee and Ben both zoomed down the street with the Vehicon trio now in hot pursuit.

"Do. Not. Let. Go" Arcee instructed.

Ben yelled as he stared at the dashboard with a shocked mien. He was taken by surprise from the feminine voice that came out of nowhere.

"Who said that?!" Ben cried out.

The blue femme did not answer. She instead accelerated her speed. Ben glanced back to see the three purple and black vehicles still gaining on them. After getting over some of his panic, he decided to take action.

"All right, enough of this," Ben stated.

He swiftly lifted up his jacket sleeve to reveal a white and green watch. Ben pressed the black faceplate, expecting for the holo-ring to pop up, but he was met with unexpected results. A couple of beeps emitted from the Omnitrix as the screen illuminated yellow.

" _Un-catalogued DNA detected."_ The Omnitrix proclaimed.

Unlike the previous pro-type Omnitrix and the Ultimatrix, the voice of the newer Omnitrix was less monotonous and sounded very similar to Ben's own voice.

Ben stared at the watch blankly and tried tapping the faceplate again. Another bleep was emanated as it replied, _"Function not available. Please stand by."_

"Oh, come on, not now," Ben muttered, annoyed.

Ben kept his hold on both handlebars as Arcee took a fast right turn at an intersection. As soon as the femme hit the straight, she accelerated even faster. The emerald-eyed teen gritted his teeth hard as a mixture of shock and fear were plastered on his face. After putting some distance between the three Vehicons, Arcee slowed down and pulled into an alleyway. When she came to a complete stop, Ben immediately dismounted her and backed away slowly, while still facing her.

"W-w-what… in the world are you?" Ben stuttered.

Arcee glared at Ben with her headlights. "I don't exist. Tell anyone about me, and I will hunt you down" She threatened acidly.

Ben took a quick glance at the Omnitrix to see it was still glowing yellow. He returned his attention back to Arcee to see she was slowly inching closer to him, gesturing for him to leave. Seeing no other option, Ben did as she wanted and ran down a separate alleyway.

With the human gone, Arcee hit the throttle and raced down the pathway and just in time too. She adjusted her mirrors and could see the Vehicon triplets turning in the ally, driving straight for her. She wasn't worried though. Arcee planned to take them out of human sight and beat the scrap out of them. After all, she needed to let off some steam.

However, fate had other plans for her. She caught a glimpse of the last Vehicon turning down the alleyway where Ben had gone down.

"Scrap!" She exclaimed.

Arcee instantly U-turned and gunned her engines towards the two incoming black cars. The warrior femme timed it right as she jumped into the air. Her back tire made contact with the Vehicon's bonnet and allowed her to leap over the second one behind him. After clearing both of them, she changed course down the alleyway perpendicular to the one she was in.

As Ben was running, he brought the Omnitrix and tried activating it again, with no such luck. It continued to glow yellow and say the same message. All of a sudden, Ben's ears picked up on the sound of a car's engine. Ben glanced back to see one of the scary, mauve coloured cars with ebony highlights pursuing him.

' _Great! This day just keeps getting better and better. Bad enough Vilgax is back and seeking vengeance, now the Omnitrix is out of commission while I got some guys trying to kill me. Story of my life,'_ Ben said inwardly.

Ben picked up the pace and sprinted faster. But it was obviously a futile endeavour. The car was easily catching up to him.

The brown-haired teen glanced back to the mysterious vehicle. "I don't even know her!" He yelled.

Suddenly, the sounds of a familiar motorcycle engine got more audible. Arcee quickly slipped by the Vehicon through a gap between the drone and the wall. The blue Autobot drove up to Ben's left side and lessened her speed to his own.

"Hop on!" Arcee demanded.

"Sure, why not?!" Ben retorted, a hint of sarcasm in his voice.

After Ben mounted her seat again, she increased her speed. The duo zoomed out of the alleyway and down the street once more the trio of Vehicons close behind. Ben looked back and saw some sort of weapons deploy out of the side of their hoods. Without warning, a barrage of red energy blasts was fired upon Arcee and Ben.

The femme took evasive manoeuvres as she went side-to-side, avoiding the blasts. Ben was freaked out from this sudden turn of events. The fact that his Omnitrix wasn't working only made it worse. Arcee took a turn that got them on the main freeway in the midst of traffic. She knew that it may not have been wise to get on the highway, but it was the quickest way to a location where there would be no prying human eyes.

Ben breathed heavily, bringing in much-needed oxygen. He relished this short moment to calm his body and nerves. Once he caught his breath, he eyed the bike's dashboard.

"Why are those guys shooting at us?" He asked.

"There's no _'us'_ kid, and they're not guys," Arcee replied harshly.

Ben rolled his eyes. "Okay fine, but can you at least tell me what the hell is going on?!"

"Not now! Kind of busy trying to keep us alive," She replied bitterly.

"Oh goodie, I can't tell yah how secure I feel." He remarked.

Ben returned his attention to the Omnitrix. The screen was still glowing yellow. He pressed the faceplate once more but was met with the bleeping and the same _'Function not available. Please stand by'_ message.

Arcee didn't notice Ben's tinkering with the Omnitrix until now. It was mainly because she was focused on escaping the Vehicons while trying to get rid of Ben. The femme was confused by what the adolescent human was trying to do.

"What's so important with that watch of yours?" Arcee asked as she swerved past a couple of civilian vehicles.

"Wouldn't you like to know?!" Ben snapped, without looking away from the white and green watch.

Ben really didn't mean to snap back, but after everything he's been through and his current situation, he just couldn't control his attitude.

He turned around to see the three purple cars still chasing after them. All of a sudden, out of the corner of his eye, Ben spotted a black and yellow muscle car zooming down the freeway. It came up to the side of the car in front and slammed into it.

The force sent the car uncontrollably to the side of the road. It made contact with the wall of the freeway, causing sparks to fly everywhere and causing serious damage to the vehicle's paint job. This gave Bumblebee more than enough time to accelerate forward and provide a barrier between the other Vehicons and Arcee.

"Friend of yours?"

"Family," Arcee's simply replied.

They continued driving down the highway, looking for an exit. Ben glanced back momentarily to see one of the ebony and violent cars drive up and slam into Bumblebee's side. The young scout lost control and was forced off the road, and skip across the highway railing. The Vehicon trio picked up their speed and started regaining ground on the blue Autobot and Omnitrix bearer.

Suddenly, Arcee's optics spotted orange cones laid out across the exit to an empty, unfinished highway ramp that was still under construction. She scanned closer to see that there were no workers present around the sight. It was the perfect place to come out of hiding and throw down with her chasers. The exit appeared to over a thousand feet ahead of them.

When she came across an empty stretch of freeway, Arcee gunned her accelerator towards the exit. They slipped by in-between some orange cones and up the bridge. Ben's eyes widened once he saw the incomplete bridge up ahead, and that the motorcycle didn't appear to be slowing down.

"Hey! What are you doing?!" Ben asked loudly in a panicked fashion.

At the last minute, Arcee changed course towards the side of the bridge. She lifted up her front wheel whilst Ben hung on for dear life and jumped over the railing. Ben couldn't hold back a fearful yell as they speedily rolled down the outward slope of the ramp. As soon as they approached a drop-off, Arcee and Ben went flying into the air.

The motorcycle landed on its tires with a hard thud and skidded to a stop. Ben finally let out a deep breath as he dropped his shoulders. It was then he realized that he was still clutching the handlebars very tightly. He let go and for the second time, dismounted the blue and pink motorcycle. The brown-haired teen instinctively backed away slowly.

Ben's attention was then drawn to the sounds of revving engines. He looked to the side to see the three black cars parked thirty yards in front of him and Arcee. But it was the next thing that really took his breath away.

Strange gear shifting sounds were made as parts of each car broke into pieces. In less than a second, the cars had shifted into bipedal robots. They had the same colour scheme as their vehicle forms: purple with a touch of black. They stood at least twenty-five feet tall and their faces were only a red, horizontal visor.

At that moment, Ben's breath was caught in his throat as his mouth gaped a bit. Despite the strange things he had seen in the past few years, Ben couldn't believe what he just witnessed. He has seen giant killer robots of course, but none that were able to transform into vehicles.

' _Now I understand what…she…meant when she said they weren't guys.'_ Ben thought. Then, a sudden thought entered Ben's mind. _'Hmm…I wonder,'_

Ben was brought out of his thoughts when the same transforming sounds emanated from behind. He swiftly turned his head to see the blue motorcycle break up into pieces and shifting. It was a process similar to the way the three purple and black cars used to change into their bipedal modes.

All of a sudden, standing before Ben was now a fifteen-foot-tall robot. He took a minute to take in its appearance. It miraculously had a lean, curvy shape to it like a feminine body would and had blue armour with pink and white highlights. One that struck out to Ben was that this robot actually had a face, a female face at that.

Ben's jaw dropped while his eyes shot open in total amazement and shock. He started backing away from the blue femme and towards the unfinished bridge forty yards to his right. The teen had quickly noticed the rage in the female bot's electric blue eyes, directed at the three purple robots. He knew all too well what that look meant from experience with Gwen and wisely got out of the way.

"This ends here, 'Cons" Arcee declared as she charged straight for them.

The Vehicons shifted their right lower arms to blasters and began letting loose a barrage of red energy blasts at Arcee. The fast warrior dodged the fusillade of Energon blasts with ease and experience.

Ben ran to the side until he approached a drainage pipe sticking out of the side of the bridge slope. With the Omnitrix not working he planned on escaping while he still could. However, the brunette grew fascinated by what was transpiring before him. He stayed put by the pipe and watched Arcee fight the Vehicon trio.

From Ben's point of view, she did seem to be causing some damage to them, just not enough. After punching one in the face repeatedly, she back away when she saw that it wasn't doing much good. The Vehicon triplets took aim and fired countless rounds of Energon blasts.

Arcee started performing backward somersaults to avoid the discharges. After four backwards flips, a stray blast hit Arcee in her left shoulder area. She cried out as she rolled backwards from her momentum.

Ben gasped from seeing her get hurt. He returned his attention to the Omnitrix to see it was still yellow and wouldn't respond. The teen hero relentlessly began tapping the faceplate, only to receive bleeps and 'function not available' messages.

"Come on, come on, come on please work!" Ben exclaimed.

Suddenly, Ben heard the sounds of a powerful engine drawing nearer. He looked up and right on cue, the same black and yellow muscle car from before drove off the side of the incomplete bridge. Just like the others, parts of the car broke apart and shifted into a yellow, bipedal robot with black highlights.

Bumblebee fell right on top of a Vehicon and delivered a wicked haymaker into the one that was standing nearby. Ben watched with awe as the yellow male looking bot fought the three, featureless purple drones. Arcee was holding her aching helm, still recovering from the stray shot she took.

He was still having a hard time believing what he was seeing. There were giant robots that could transform into… vehicles, or was it the other way around, and they were fighting each other. Ben knew that he shouldn't be too surprised. He has seen stranger, but this sight… was just… wow!

The three Vehicons surrounded Bumblebee on three sides and were preparing to engage him. Unexpectedly, Ben's attention was drawn away from the robot fight when the Omnitrix started beeping louder. Without warning, the square faceplate slid back, allowing the core to pop out as a familiar yellow beam scanned Bumblebee from head-to-toe.

The attention of both Autobots and Decepticons was drawn to Ben as the Omnitrix scanned the yellow scout. A couple of seconds later, the beam disappeared as the faceplate slid back into position.

" _Scan complete. Unknown DNA sample acquired. Initiating genetic randomization sequence,"_ The Omnitrix proclaimed.

Since Bumblebee's optics were still honed on Ben, he didn't notice the metal fist of a Vehicon strike him across the face. The yellow bot let out a few whirs and bleeps as he fell to the ground. The three Vehicons surrounded Bumblebee and aimed their blasters at him.

Clearly seeing that the yellow robot was in trouble, Ben knew that now was the right time to jump in.

"Hey! Leave him alone!" Ben yelled.

The Vehicons stopped what they were doing to face Ben with their blood-red visors. The one closest to Ben stepped away from Bumblebee and proceeded towards him instead, with its blaster arm raised and priming.

However, Ben was not the least bit intimidated, now that the Omnitrix was finally working again.

"If it's a fight you want… then it's a fight you're gonna get." Ben grinned.

The brunette teen tapped the faceplate and started quickly scrolling through the playlist. He looked up to see the drone was now twenty yards from his position. After quickly finding the alien he wanted, Ben pressed the head icon, allowing the faceplate to slid back and the core to pop out.

"It's hero time!"

Arcee steadily rose to her feet and brought up her helm. The first thing her optics saw was a Vehicon heading towards the human she saved. She was fixing to engage the Decepticon until the human boy slapped down something down on his watch.

Instantaneously, Ben's body was engulfed with bright green light, causing 'Cons and 'Bots to shield their optics.

" **Heatblast,"** Ben shouted as the light died away.

The Vehicon immediately stopped dead in its tracks. If it had a mouth, his jaw would have hit the concrete ground. Arcee, on the other hand, stared in awe and absolute shock. Standing in the human's place was a seven-foot-tall being whose skin was completely made up of reddish-brown rocks with magma shown through the cracks. Its hands and forearms were large whilst its head was covered in flame. A circular disk with a green hourglass symbol was on its chest.

Her electric blue optics had widened significantly as her mouth had dropped. She couldn't believe it. That human adolescent had transformed into some sort of fire humanoid. How was this possible?

"Get ready to feel the burn, scrap heaps!" Heatblast declared as he held out his palms.

Suddenly, a tornado of fire shot out from the Pyronite's hands and made direct contact with the Vehicon. The Decepticon drone was blasted back into one of the other Vehicons. They both fell on their backs. The one Ben had hit was on fire and its metal exterior was melting away, causing it to instantly off-line.

The two remaining Vehicons both got back to their feet and stared down at the fire creature. They then looked at their fallen comrade to see the intense heat had already melted its body into a molten puddle.

Ben noticed this and spoke out, "If you tin-heads don't wanna be turned into molten puddles of scrap, I'd suggest you leave now".

They didn't have to be told twice. In a swift motion, they transformed into their purple/black car vehicle modes and accelerated in the other direction. Heatblast couldn't suppress the cocky grin that took shape of his flaming face.

The sounds of large, metal footsteps captured Ben's attention. He turned around to see the black and yellow, male-bot and the blue femme-bot steadily approaching him. The Pyronite could see the shock and disbelief written on the femme's face. Though the yellow one didn't really have a mouth, Ben could still see the shock in his optics.

" **Did that human just change…into that?!"** Bumblebee asked in a language of beeps and whirs Ben couldn't understand.

"Y-y-yeah… I think he did," Arcee stuttered.

All three aliens stared at each other, with expressions filled with incredulity.

Arcee honed her optics on the magma base humanoid. "W-w-what…are you?" She asked.

"You first," Ben replied.

"BEN!" A voice cried out.

Heatblast looked towards the bridge to see Gwen and Kevin running down the slope on her mana panels. Arcee and Bumblebee were taken by surprise to see them running down pink steps that manifested from nowhere. The duo rushed towards Heatblast.

"Gwen? Kevin? How'd you guys find me?" Heatblast asked.

"We saw you on a motorcycle getting chased by some purple cars," Gwen replied. "I picked up on your mana signature and followed it here."

Suddenly, Gwen and Kevin froze as they caught sight of the two Autobots. They stared at them with awe and intrigue.

"Ben…who are they?" Kevin asked tensely, ready to absorb something and engage if he needed to.

Ben couldn't help but smirk at seeing his friends' stunned expressions.

"They're… talking cars that transform into robots. Or it could be the other way around." Heatblast answered in an unsure matter.

Arcee sighed before she spoke. "We're Autobots." She corrected.

"Autobots?" Heatblast asked with a raised magma brow. "Who were those jokers that were trying to kill us?"

" **Those were Decepticons, our enemies in this war."** Bumblebee replied, only to realize afterwards that they wouldn't understand him.

The auburn-haired girl took one step closer to Bumblebee before looking back to Heatblast and Kevin. "He says they're called Decepticons, and that they're their enemy in some sort of war."

Heatblast and Kevin looked at Gwen blankly while Bumblebee and Arcee stared at her with shock.

"What?" Gwen questioned

" **You understood me?!"** Bumblebee asked in bleeps.

"Of course I understood you. Why wouldn't I be able to?" Gwen replied.

"Gwen, that bot in speaking in beeps and whirs. How do you understand that?" Kevin inquired.

"It's… complicated."

Gwen didn't want to go into detail of how she understood Bumblebee's language, not that Ben and Kevin could understand. She sensed a pattern in the way the scout spoke. Maybe it was because of her powers or her math skill, or maybe both that she was able to communicate with Bumblebee.

The yellow scout looked at Arcee and said, **"You realize that now that they've seen us, we have to take them back to base. Optimus will want to speak with them. Especially since at least one of them has inhuman powers."**

The blue femme closed her optics and vented a sigh. "I know." Arcee looked straight at the trio. "look, now that you three have seen us, we'll have to take you back to our base. Our leader, Optimus Prime, will want to talk with all of you".

Heatblast, Gwen, and Kevin looked at each other with unsure miens. The trio huddled together to discuss the matter, ignoring the heat radiating off of Ben's body.

"Why should we go with them? We don't even know them." Kevin said.

"I'm with Kevin on this one. I almost became road-kill because of that female motorcycle-bot. Besides, we don't have time to meet their leader. We need to head back to Plumber HQ and debrief Grandpa Max on everything that's happened." Heatblast added.

"No can do," Gwen replied.

"What? Why not?" the Pyronite asked annoyingly.

"We found a working phone and we tried calling Max, Gwen's folks, your folks, and my mom. Their numbers either didn't exist or they belonged to someone else." Kevin answered for her.

The Pyronite looked at his black-haired friend, confused. What did he mean that their numbers didn't exist or were owned by someone else? Why doesn't anyone in town know who Ben was? Who are these…Autobots and Decepticons? Why did the Omnitrix scan Bumblebee? These questions and countless more started piling up in Ben's brain, he wanted answers and he was determined to get them.

However, Ben was still a bit sceptical in going with these two machines. Could they really be trusted?

Heatblast took a quick glance at Bumblebee and Arcee before returning his attention to his team. "Funny, nobody in town seemed to know who I was. Guys, you don't think that maybe…"

"We're in an alternate dimension." Gwen finished. "I started thinking that too, and I think we are. I can't sense our families' mana signatures anywhere on the planet. They don't exist here".

"It would also explain why our badges can't pick up the Plumbers frequency and why phones aren't working either." Kevin implied.

Heatblast face-palmed. "Great. Just great," Ben complained. "Not only are we stuck in an alternate dimension, but we have squid face to deal with and these… transforming robots too".

They were quiet for a short moment, left to ponder to their thoughts before Gwen spoke up.

"We should go with them," Gwen advised.

"What?" Heatblast and Kevin said in unison.

"We don't have much choice. Our hometown and our families don't exist here. We have nowhere to go. Besides, aren't you just a bit curious to know more about them?" The Anodite teen said.

Heatblast and Kevin looked at each other for a second and simultaneously let out a sigh.

"You have a got a point," the Pyronite said.

"Fine," Kevin replied.

The super-powered trio turned back to Arcee and Bumblebee and approached them.

"We'll be happy to go with you." Gwen smiled.

"Speak for yourself," Ben mumbled.

" **Cool! I'm Bumblebee by the way and that's Arcee over there."** Bumblebee bleeped.

"Hi, Bumblebee…and Arcee…I'm Gwen. Gwen Tennyson. This is Kevin Levin. And…I'm sure you're already acquainted with my cousin Ben over here." Gwen gestured to Heatblast.

" **By 'acquainted' you mean watching him transform into some fire being and turn a Vehicon into a molten scrap puddle…then yeah. We're good."** Bumblebee replied with a bit of humour, causing Gwen to smile while Ben and Kevin looked at each other in confusion.

Focusing on his secondary mode, Bumblebee's body shifted until it shrunk down into his black and yellow muscle car form. Gwen and Kevin looked on in awe at the transformation. Suddenly, a smile took shape on Kevin's lips as his eyes shined with excitement.

"Oooooh, I think we're gonna get on just fine" Kevin complimented.

" **You hadn't seen anything yet. Gwen, you and Kevin can ride with me. Uh…Ben, you'll ride there with Arcee."** Bumblebee said as he opened his driver and passenger doors.

Gwen looked back to Heatblast and Kevin to translate what Bumblebee had said. "Kevin, you and I are going for a ride in Bumblebee." She then turned to face her cousin. "Ben, you're with Arcee."

Gwen stepped to the passenger side whilst Kevin slid across the hood to the driver side.

"Guys are you sure about…" Heatblast was unable to finish his sentence.

As soon as they were in, Bumblebee closed his doors and gunned his engines, heading back in the general direction of the highway, leaving the fifteen-foot-tall Amazon warrior alone with the teenage human with superpowers.

Arcee sighed as she pinched the area between her optics. She looked back at Heatblast with a less than enthralled expression. "Guess you're stuck with me".

"Guess so" Ben replied in less than thrilling voice.

Arcee stepped forward before she transformed back into her motorcycle alt mode. She turned on her engines and strolled over to the Pyronite. Heatblast slapped the Omnitrix dial on his chest. Another blinding emerald light flashed through the area as Ben transformed back to normal.

If Arcee were in her robot mode, an awed expression would be plastered on her facial plate. She was still finding a hard to believe this. This human teen could actually transform? Arcee and the other Autobot had never before seen anything like what Ben had changed into. It left her to wonder…what else he could turn into? And does it have anything to do with that watch on his left wrist?

When Ben mounted Arcee again, she felt the same soothing feeling she did before. She was confused. Why did she feel like this when he touches her? She shook it off and focused back to reality.

"H-how did you do that?" Arcee asked.

"With this," Ben gestured to the Omnitrix garnishing his wrist. Arcee mentally patted herself on the back for the good guess. "It's called the Omnitrix, and it allows me to transform into different aliens, from across the universe with different powers."

The blue warrior was very shocked to hear this. Even some of the great scientific achievements on Cybertron never came close to this…Omnitrix.

"And you got this device, where?" Arcee probed.

"Listen, we can exchange history lessons later, but you need to tell me who you guys are and what you're doing," Ben replied.

"I'll let Optimus handle that".

"Fair enough" He muttered.

With that settled, Arcee hit the full throttle as she stormed off, wanting to make some ground and catch up on Bumblebee. The two beings got back on a stretch of road that led out of Jasper. They drove in silence, both not very excited right now.

Five minutes later, Arcee quickly caught up to the yellow Camaro that was Bumblebee. Ben examined his surroundings to see that they were in the middle of nowhere; nothing but plateaus, mesas, and other rock formations.

But there was one landscape feature that captured Ben's attention. It was a massive mesa straight ahead. It was at the end of a 'T' intersection only a half-mile away. Ben couldn't help but marvel at the giant rocky plateau.

Needless to say, Ben and co would soon realise that this mesa was no ordinary mesa.

* * *

 **A/N: A quick update with Chapter 2.**

 **I'll see you all in chapter 3**


	3. Chapter 3

**A/N:** _Italics will also be used for the Decepticon drones._

 **Let's read on!**

* * *

 **Ben 10: Prime Force**

 **Chapter 3: Aliens meet Aliens**

…

It was the afternoon in the Nevada desert. The sun shone brightly while puffy white clouds floated freely across the sky. In this land of rock, sand and plateaus, a blue motorcycle and a black/yellow muscle car drove down a lonely stretch of road. The motorcycle known as Arcee was upfront with 'bee tailing close behind.

Riding Arcee was a brunette-haired teen sporting sneakers, blue jeans, a black shirt and green jacket. He was none other than Ben Tennyson, bearer of the Omnitrix. The Cybertronian femme and the transforming human rode in silence; both not really excited to be in each other's presence. But just like his friends Gwen and Kevin, Ben was apprehensive to know who and what these strange, transforming robots were and what their origins are.

They had been riding for over half an hour, and Ben was beginning to wonder if they made the right decision to go with these Autobots. Suddenly, something up ahead, at the end of a 'T' intersection, stood a massive rocky mesa. The teen couldn't help but stare at the enormity of the structure for a short while.

Ben presumed Arcee would begin slowing down and turn either left or right at the end of the road. However, the teen hero was caught off guard when Arcee didn't slow down, and instead ran off the road, towards the mesa wall!

"Hey… you do realise that you are heading straight into a rock face!" Ben yelled as they continued speeding towards the rock wall. If she had been in her robot form, Arcee would have had a big grin on her faceplate.

Instead of slamming into the plateau, a giant blast door quickly opened and closed behind them. Ben's eyes widened as they rode into a large tunnel. A few seconds later, they drove into a large command centre with ceilings over a hundred feet high.

Ben gasped from the awe-inspiring sight of large computer terminals, a red/orange and white robot, and a green bulky robot. As soon as Arcee came to a smooth stop, Ben dismounted her, thus allowing her to transform to her full, fifteen-foot height. At the same time, Kevin and Gwen exited out of Bumblebee which allowed him to transform to his thirty-foot height.

While the super-powered trio marvelled at the Autobot command centre, Ratchet and Bulkhead looked between the humans and Arcee and Bumblebee with confused and shocked expressions, the latter feeling more from Ratchet.

"Humans?!" Ratchet exclaimed shockingly. "Why did you bring them here?".

"Cool your engines Doc, I'm not exactly thrilled about this either. But I am following protocol" Arcee replied in an annoyed tone. "I was ambushed in town by three Vehicons and the kid in the green jacket had to hop on me at the wrong time. The other two caught us in action."

Arcee stepped away from the super-powered teens while they continued to examine their surroundings.

Suddenly, Kevin's eyes immediately locked onto the green hulking form of Bulkhead. He took a few steps closer to him. He was indeed intrigued by these talking robots that could transform into vehicles. After all, alien tech was one of the things he loves most besides money, breaking things, and Gwen of course.

"I'm Kevin. Kevin Levin. Who are you?"

Bulkhead fixed his optics on the messy-haired teen and replied, "Bulkhead,"

"Hmm…I'm guessing you're the heavy hitter around here. The guy who likes to smash things,"

"I'm a Wrecker. Smashing things is my speciality." Bulkhead punched his fists together for emphasis.

Kevin turned back to his friends and simply smiled, "I like this guy already". Ben and Gwen couldn't help but roll their eyes.

" **And there's one other important thing you need to need to know. The one in the green jacket is not an ordinary human."** Bumblebee stated.

The medic raised an optic brow in scepticism. "What do you mean 'not an ordinary human'?"

Ben sighed deeply after snapping out of his sightseeing. He knew that they were referring to him. I mean, it was pretty obvious. Ben would be willing to tell his part, but he wanted explanations from these… transforming machines first.

"Okay, time out! We'll explain who we are, and everything else about us later. But first, we want some answers out of you guys and gal first." Ben spoke out.

"Fair enough," A deep, baritone voice responded.

Ben, Gwen, and Kevin felt the concrete floor shake. They turned around to see a towering forty-foot-tall robot with broad shoulders, a lean waist, and a red and blue paint job. The trio looked on in awe at the sight of the massive automaton.

"We are autonomous robotic organisms, from the planet Cybertron. Otherwise known as Autobots," Optimus introduced.

He didn't need to ask why the humans were in the base, considering he had already overheard Arcee explanation on his way to the main ops. The wise leader completely agreed with the blue femme's decision in bringing them.

Ben took a step closer towards Optimus. "Who are you? And… more importantly, why are you here?"

"I am Optimus Prime, leader of the Autobots. And we are here to protect your world, from the Decepticons" Optimus said the latter part grimly.

"Right, the tin cans who tried to run Arcee and me off the road" Ben muttered.

"Why are they here?" Gwen ventured with intrigue.

Optimus kneeled down to his right knee to bring his helm closer to them. "A fair question, they are here because our world is uninhabitable, ravaged by centuries of civil war".

"Why were you guys fighting?" Kevin asked with a raised brow.

"Foremost, for control over our planet's Energon supply, the lifeblood of all Autobots and Decepticons alike" Optimus answered. The red and blue titan paused for a moment, reflecting on old painful memories before he continued. "In the beginning, I fought alongside one whom I considered a brother, but in war, ideals can become corrupted. And it was then that Megatron lost his way."

Kevin exhaled with a yawn. "Is there going to be a quiz?" He quipped.

The broad-shouldered teen earned another forceful elbow to the rib from Gwen, prompting him to shut up.

Ben ignored them and looked towards Optimus. "So, what does Megatron have to do with any of us?"

"If Megatron's return is imminent, as I fear, it could be catastrophic," Optimus replied gravely.

A small moment passed as the trio absorbed this new information. It was difficult to believe, but the trio had seen their fair share of strange things in the past. So, the idea of 'transforming robots with human-like qualities' wasn't completely implausible.

"Okay, we told you our side of the story, now it's your turn." Arcee said as she folded her arms over her chest. "how were you able to turn into the fire creature?"

Suddenly, confused miens grew on Optimus, Bulkhead, and Ratchet's facial plates. They certainly weren't expecting that.

"Fire creature?" Bulkhead asked dumbfounded.

"You mean 'Heatblast' Arcee," Ben clarified.

The femme waved it off in careless matter. "Whatever," She muttered.

Optimus looked back at the teen trio. "Can you explain?"

"Right," Ben paused for a moment to gather his thoughts. "Well, …you see…me, Gwen, and Kevin are not normal humans. We have abilities".

At that moment, the optics of every Autobot, excluding Arcee and Bumblebee's, shot wide open from this unprecedented information. Though their knowledge of Earth culture was sketchy, they did understand the term 'abilities' used in comics, movies, and other fiction literature they studied a bit on when arriving to Earth.

" **Yeah, you should've seen Ben out there. He turned into that…uh…Heatblast guy…and he turned one of the 'Cons that was chasing us into a molten puddle."** Bumblebee beeped excitedly.

"Impossible!" Ratchet blurted out. "The idea itself of humans having superpowers is absurd! From what I know humans are unable to become more than just primitive creatures."

Ratchet's biased remarked elicited glares from Ben, Gwen, and Kevin directly at the gruff Autobot.

"Primitive, huh?" Kevin stepped forward and touched Bulkhead's leg with his right hand. Unexpectedly, his entire body was instantaneously covered in green metal. Ratchet's gasped while the other Autobots gazed in awe. "Want to say that again to my face, doc?" He threatened.

Ben placed a hand on his best friend's metallic shoulder. "Easy Kev. We don't want to start anything".

Kevin gave Ratchet another glare before he allowed his green, metallic armour to disappear. The Autobots continued to stare at them with expressions filled with shock and astonishment.

"H-h-how did you…do that?" Bulkhead stuttered. "I-I-I've never seen any human do that before."

"Well big guy that's because I'm not human…well…let me rephrase that…at least…fully human." Kevin stopped for a second to gather his words. "You see my dad was an alien".

The optics of every Autobot widened as obvious shock became evident on their faces. Some of them, especially Ratchet, had their jaws hanging down from hearing this surprising information.

"You see, I'm half Osmosian, they're a species that can absorb matter and energy." The dark-haired teen informed.

Ratchet placed a few finger digits to his chin in thought, letting this startling development sink in. He hummed lightly as he mulled over Kevin's short description of his alien side.

"So that would explain how you absorbed our bodily metal over your entire body? Interesting," Ratchet commented.

Bumblebee turned his attention to Gwen and asked, **"So what kind of powers do you have, Gwen?"**

Gwen turned to the yellow scout with a smile. "Well, like Kevin, Ben and I both have an alien bloodline. We both are one-quarter Anodite. They're a race that is comprised of and can control life energy called mana."

"Wait! You can understand, Bumblebee?!" Ratchet shouted with a flabbergasted look.

She turned to the grumpy medic-bot and replied, "Yes. I can understand Bumblebee as clearly as I can understand anyone else speaking English. And before you ask, I'm not really sure how but I just can."

In reality, Gwen did have a possible explanation for how she was able to communicate with Bumblebee when no other human could. She figured it might have something to do with her control of mana, but the auburn-haired teen still wasn't a hundred percent sure. It was something she would like to look into later on.

Arcee and Bulkhead just looked at each other and shrugged. Who would've thought that there would actually be a human able to understand Cybertronian language?

"Life energy?" Bulkhead asked.

The black-belt held out her right hand. Suddenly, an orb of bright, pink energy formed, levitating off of her palm. Ratchet and the others gawked, except for Optimus of course. But nonetheless, he was still shocked and fascinated as well.

"Yeah, it's basically the living energy inside all organic life" Gwen stopped for a moment while letting the orb disappear as she studied the Autobots more cryptically. "However, I'm sensing some form of life energy inside all of you too. I mean, it's not mana…but still…"

"You must be referring to our sparks." Optimus implied.

The trio both tilted their heads confusingly. What was a spark?

"Sparks?" Ben inquired.

"Sparks are the energy inside our chests. They are what give all Cybertronians life and hold our memories. Without them, we would cease to be." Ratchet explained.

They nodded their heads in understanding. To Ben, it seemed that Cybertronian sparks were similar to human hearts. But the brunette would need to know a little more about their physiology in time before he made any real comparisons.

Team Prime then focused their attention on Ben.

"So, if you're part… Anodite too… does that mean you have abilities like her?" Ratchet asked.

Ben shook his head. "No. Even though I am part Anodite, I don't get my powers from my bloodline as Gwen and Kevin do." Ben stopped as he pulled up his left sleeve and held up his arm. "I get my powers from this," Ben said as he pointed to the Omnitrix garnishing his wrist.

The Autobots (except Arcee) used their optics to zoom in on Ben's wrist. They saw a white and green watch with a black faceplate and two green stripes forming the outline of an hourglass over the faceplate. They looked in on with clueless expressions.

"A wristwatch?" Bulkhead raised an optic brow.

"Not exactly," Ben grinned. "It's called the Omnitrix. It stores the DNA of over a million different alien species inside of it, and it can allow me to transform into any one of them."

The faces of every Autobot, besides Arcee, showed absolute shock and amazement. Ratchet took a step forward to Ben to get a better look at the Omnitrix. Ben and the others were trying their best not to laugh at their dumbfounded expressions.

"H-h-how? I-I-It's not…possible," Ratchet stuttered comically.

"Coming from the guy who is a sentient robot from another planet" Ben retorted.

"Hmm… he's got you there, Doc Bot" The Wrecker noted.

"If you mind me asking, where did you get this Omnitrix?" Optimus queried.

Half an hour later, Ben had told his story about when he first found the Omnitrix when he was ten and used it to be a hero for his summer road-trip. He then told them of their victories he had as a kid and then against Vilgax, the Highbreed Aggregor, and more recently the Diagon. Every so often Gwen or Kevin would add in certain parts that Ben forgot.

Every Autobot, including Arcee, was amazed to hear this. The fact that these humans were so young, yet had faced many dangers and had accomplished so much was truly shocking to them. At first, some of the Autobots, including Ratchet, thought of humans as nothing more than weaklings.

However, these humans were far from weaklings. They held extraordinary power that no other being on this planet, or possibly any other world possessed. And yet, they use their abilities for selfless reasons and doing the right thing when they could easily use them to get what they wanted. Optimus couldn't but feel proud of these adolescent teens, even though this was their first meeting.

It took a while for the 'Bots to soak in this new, startling revelation. After it did, more questions entered the processors of a few Autobots, mainly Arcee and Ratchet.

As soon as Ben finished telling the basics of the history of their superhero carrier, Arcee decided to ask a question that had been bugging her.

"Wait! If you've been doing this since you were ten, and if the worldwide public knows who you are, then why haven't we ever heard of you?" Arcee asked.

It was indeed a good question. Team Prime turned their attention on the trio (mainly Ben) for some type of logical answer.

Ben hesitated for a second before he spoke. "Well, you see that's because we're from another dimension".

At that moment, the base became eerily quiet. So quiet that if a pen were dropped, it could be heard even in the massive room. The optics of every Autobot were wide as they're mouths hung down a bit. However, even though Optimus kept his stoic demeanour, he was also taken by surprise as well.

"That would explain things. If there was such a device as your Omnitrix or humans with superpowers in this reality, we or even the Decepticons would've known about it." Ratchet stated.

True, the fact of humans having super-powers had been shocking to them, to say the least, but should they really be shocked to hear of this. After all, before the war broke out, Cybertron was a highly advanced world, millions of years ahead of anything on Earth. They had made space bridges and some brilliant minds had even developed ways to travel to parallel or even alternate universes.

Unfortunately, when the war broke out, most of the knowledge of cross-dimensional travel had been long lost. But the question did stand, how was it that these kids got here in the first place?

"However, the questions remains, how did they get here?" Ratchet inquired.

"We may have an explanation for that too." Gwen complied.

They recapped on what happened in the past three days; starting with evacuating an entire species from a doomed planet, the ambush by Vilgax, and the Quantum Drive overloading. Kevin theorized that when the Q.D. overloaded, it built up so much energy that, instead of moving space, it ripped the space-time barrier and hurled them into an alternate reality.

Ratchet, amazingly, seemed to agree with Kevin's theory. He was stunned to see that despite appearances, this human was smart; although, he couldn't compare to the red-haired female. The fact alone that Gwen understands Bumblebee proves that she is a genius.

When they finally concluded recent events since arriving in this alternate world, there was one thing that caught Ratchet and Optimus's interest.

"Hold on! You say that your ship crash-landed just outside of Jasper?" Ratchet asked.

They nodded.

"Why do you ask?" Ben said.

"This morning, our sensors picked up on an unknown energy fluctuation appearing briefly outside of Earth's orbit. Expelled from the phenomenon were two unknown objects. One had crashed landed thirty miles north of our base, while the other one disappeared." Optimus answered.

Ben's eyes narrowed. "That second one was no doubt Vilgax's. We're still unsure what happened to him or his ship. But last time we saw ole Vilgy he was burning up in a fireball over Utah."

"Shouldn't that have killed him?" Arcee implied sceptically.

"Nah. He's survived far worse, believe me," Ben replied seriously.

"Though this Vilgax is a threat, we are unaware of his fate or that of his ship. For now, our main priority is the Decepticons and to uncover whatever they are planning." Optimus said astutely.

The other 'Bots nodded their helms while Ben just shook his. They don't know Vilgax as he, Gwen, and Kevin do. Falling to the Earth at high speeds and covered in fire may hurt him, but kill him…never! Somewhere out there, Vilgax is still breathing and just waiting for another chance to strike. The fact that his ship vanished without a trace is proof at that.

"However, there is one other important detail I must bring Ben, Gwen, and Kevin upon," Optimus said, gaining their attention. "A few hours ago, Ratchet and I explored the crash site of your ship. We uncovered a few fragments of the hull and brought them back for testing, but there was something else we uncovered".

This caught their interest. What could they have found? Wasn't everything in the Rustbucket 3 pretty much destroyed?

"Really? Like what?" Kevin asked eager to know what they found.

Ratchet stepped out of command centre and into his laboratory. A few seconds later, the white and orange mech came back, holding a burnt cylinder with faint white light pouring from a porthole in the centre.

Kevin felt his jaw dropped as his eyes widened in surprise, more so than he first saw the Autobots.

"No way! It's the Quantum Drive power core!" Kevin shouted as he ran towards Ratchet.

Ben and Gwen looked at each other with mildly shocked expressions.

"Wait, how could that thing survive the impact?" Ben asked.

Ben's answer went ignored as Ratchet lowered the Q.D. core into Kevin's hands.

"Hmph…appears that my guess for it being either a power source or a hyperspace drive was correct." Ratchet said with a hint of pride in his voice.

As Kevin analysed the Q.D. core, Ben gazed at the towering forms of the 'bots. They truly were an impressive sight.

"So…we were brought here just in case the 'Cons would target us?" Ben implied.

Optimus simply nodded.

"But since you all three of you have super-powers, you three more than capable of handling them on you own" Ratchet was cut off by Optimus before the medic would ask them to leave.

"Enough Ratchet," He said firmly. "Even though they have inhuman abilities and are able to fight unlike any human, they could still become targets for the Decepticons, especially Ben."

Ben's emerald eyes slightly widened. "Huh? Why me?"

Gwen placed a hand on her hip as she gave her cousin an incredulous look. "Uh duh," Gwen pointed to the Omnitrix on his wrist.

"Precisely," Optimus continued. "If the Decepticons were to learn of the Omnitrix, I have every right to believe Megatron will target Ben."

Ben sighed. "So, another baddie trying to steal the Omnitrix? Great, what else is new?" He said sarcastically.

" **And haven't you been listening? They're from another universe! Their families, friends, and heck even their hometown doesn't exist here! They have nowhere to go. We can't just throw them out on the streets"** Bumblebee stated.

"Yeah, why not let them stay here until we can somehow find them a way home?" Bulkhead added.

Arcee, with her arms folded across her chassis just sighed. The blue femme wasn't too thrilled about where this was going. However, she had to admit Bumblebee did make several good points. Besides, their Autobots, they can't just send people away when they go nowhere else to go.

Arcee snuck a quick glance at the green jacket-clad hero. She hated to admit it, but something about Ben intrigued her. Was it his powers? Whatever it was, she didn't know. It was hard for her to tell.

"I have no quarrel with the suggestion. But the choice, ultimately is up to them" Optimus replied as they looked down at the trio.

Ben, Gwen, and Kevin looked at each other and nodded. It was true, they had nowhere to go since they were in another universe. Heck, as far as they knew, they don't exist in this world. And without a ship, there's no telling how long they'll be stuck here.

"I'm staying," Kevin said. "Besides, Ratchet probably has some tools and technology I can use if I'm ever gonna get this thing working again."

"Ep, ep, ep! You will not be touching my tools! I have lost many due to the clumsiness of a certain green wrecker" Ratchet glared at Bulkhead who put on a fake innocent face.

Ben, Gwen, and Bumblebee couldn't help but snicker at this scene. It was kind of funny. Though Ratchet didn't seem like the friendly type, Ben was pretty sure that after some time, they would grow on him.

"I'll stay," Gwen responded.

"So will I," Ben finished.

After an hour, Bulkhead and Arcee went out on patrol while Ratchet and Optimus were busy, leaving Bumblebee to give them a tour of the base. Of course, Gwen had to translate what Bumblebee would say. They each found empty human quarters where they could sleep. However, they would need clothes and other necessities.

It seemed like they would definitely need to get a job somewhere in Jasper.

After the tour, Ben, Gwen and Kevin went up to the platforms. It was decided that this would be the human area considering they wouldn't be in the Autobots way or underfoot. All it had was a dusty couch and TV set. It would definitely need some improvements.

Thankfully, that will be Kevin's department whenever he can get a hold of the proper stuff. But right now, Kevin was really engrossed in examining the banged-up Q.D. He was sitting on an empty crate near Ratchet's workplace. The medic was manning the terminal, monitoring for any energy spikes worldwide.

As Ben and Gwen discussed some issues involving work and clothes, they noticed Kevin still scrutinizing over the power core. They both decided to ask how bad the damage was. But both Tennyson cousins had a good feeling at what it would not be good.

"So Kev, what's the diagnostic?" Ben asked.

He looked at them with a slight frown before he answered them.

"Well, the good news is the energy core is still active which means it'll still work. Bad news, it's got some serious dents, burn marks and circuitry damage. It's going to need a lot of repair work. And with Earth's technology, it'll probably take weeks, maybe even months to fix." Kevin explained.

Ben looked at the messy-haired teen with bewilderment. "Why do we need to fix it? I mean, we don't have a ship anymore so what's the point?"

"Don't forget, if we find Vilgax's ship, all we have to do is install this puppy and we can get back home… in theory of course." Kevin smiled sheepishly at the last part.

"We don't even know where Vilgax's ship is or if it's even in one piece, Kevin" Gwen pointed out.

"True," He paused momentarily. "But it might be our only shot at getting home."

Ben and Gwen both looked at each other nervously. If this failed, could they ever get home? Even if they were able to miraculously open a cross-dimensional portal, was it a guarantee it would take them back to their universe?

The brunette teen sighed deeply. For now, they were stuck here, for who knows how long. But at least they weren't alone in this. The Autobots will be there for them, despite what a couple of them think of humanity. But the fact that they were willing to lay down their lives to protect the Earth convinced Ben that they were the good guys.

Ben's mind then went back to Arcee. She was a mystery, but then again, they were all a mystery since they first met. But Ben could sense a few emotions upon meeting her. One was annoyance, which was no doubt with him. Two was anger, considering she was ambushed by Vehicons. Lastly, he could feel subtle signs of suffering.

He would have to ask her later what was wrong. That is of course if she could stand being near him for more than five minutes. The motorcycle bot didn't hesitate to go out for patrol after explanations were in.

'Well, it looks like I'm going to have to earn her respect and trust.' Ben thought.

It shouldn't be too much of problem…but there was another trait he could feel from her, stubbornness. He had it too at times but hers was very similar to that when he started his hero carrier.

'Oh boy, this might be harder than I thought.'

* * *

 **Above Earth**

The Decepticons warship, the _Nemesis_ , flew high above the Earth. Inside the bridge, the room was dark and dimly lit by purple lights on the ceiling. Computer terminals were positioned to each side of the room with Vehicons manning them, keeping the ship's functions optimal and monitoring the planet.

Standing at the front of the bridge is slim, silver 'Con with red highlights. There was a certain air of smugness, superiority, and cunning that surrounded him. This metal being was none other than Starscream, the sly second-in-command to the Decepticon army.

The egotistical seeker stood with his hands behind his back as he gazed at the blue/green planet below. Starscream despised Earth. He hated the different environments, the plants, animals, and especially humans. They were all inferior in his red eyes, and just like he viewed the Autobots, they needed to be destroyed.

Starscream was interrupted from his thoughts as a Vehicon trooper walked into the room and approached him. The drone stopped about twenty yards from him and bowed.

"Commander Starscream," It said in an emotionless, monotone voice.

"Yes, what is it?" The silver seeker asked, still observing the Earth out the window.

"The ground unit you sent to terminate the Autobot Arcee and the human with her has returned." The drone notified.

One of Starscream's optic brows rose in interest. He was eager to know if they had succeeded or failed. If they succeeded, it would be one less Autobot to worry about.

"And?" Starscream probed.

"The mission was a failure. Only two of the three returned."

"Ugh," The SIC sighed frustratingly. "Figures. But what's to expect from you incompetent drones."

"But that's not all, Commander. The unit came back with a…unprecedented report."

"Oh?" The silver seeker turned away to face the faceless Vehicon annoyingly. "And what would that be?"

"The human that was with the Autobot… from their account… it shapeshifted into some sort of… fire creature".

Starscream's cold, evil eyes widened from this unexpected news. Nevertheless, he didn't believe it. From what he knows of humans they are nothing more than weak, organic creatures. He gave the drone an angry glare that spoke in volumes.

"Preposterous! Is this their idea of a joke?! Because it's not funny at all!" Starscream exclaimed.

"They seemed to be serious, sir."

The seeker exasperated angrily. "Clearly those imbeciles took a great beating from the Autobots to fabricate such a tale."

"But…"

"You are dismissed" Starscream hissed as he turned away from him.

The Vehicon didn't argue further. It turned away and proceeded out of the bridge to continue its normal duties.

Later on, another figure walked into the bridge. The mech was tall and slender. Its colour was mainly black with purple highlights to contrast it. Unlike any other Cybertronian, this mech had a screen instead of a face. This was Soundwave, the Decepticon spymaster and deadly assassin when the duty called upon it.

The visor faced 'Con strolled down the pathway to his current commanding officer, who was still standing at the front of the bridge, looking at the Earth below.

"Soundwave," Starscream noted.

The silent Decepticon's visor suddenly depicted a horizontal zigzag line that was constantly moving whilst different series of sounds emitted from it. A twisted, evil grin formed on Starscream's mouth as he listened to the high-frequency signal and the message embedded in it.

"That signal is emanating from deep space." He remarked as he turned to face Soundwave. "I would hate to waste the Energon… unless… you are for certain".

Soundwave simply nodded.

Starscream then focused his gaze towards the Vehicons at the monitors. "Then lock onto transmitted coordinates, and activate the spacebridge".

The drones did as they were told as they typed a series of commands into the computers.

* * *

 **High in Earth's Orbit**

Floating outside Earth's orbit was a giant ring-like structure. Sharp metal and rocky spikes protruded from the outside of the circumference, while the insides of the ring were plated with smooth metal.

Without warning, the ring apparatus began to activate as turquoise lightning appeared inside the opening. Seconds later, a humongous, swirling greenish-blue portal opened up inside the spacebridge ring.

Not a moment later, a silver alien jet with purple highlights flew out from the spinning vortex. As soon as the craft had put enough distance from the spacebridge it amazingly broke apart and shifted into a bipedal robot.

The main colour of the mech was silver with purple highlights. Its shoulders were broad and had three spikes sticking out from each one. A lethal fusion cannon was mounted on its right arm while its helm appeared like a helmet with two spikes sticking out from the sides of its face. The actual face of the robot was grey and scared with its two eyes blood red. There was an air around this mech that spoke cruelty, corruption, selfishness, and cunning.

And just the sight of him was bone-chilling, to say the least.

All in all, this mech was a warrior and a deadly one at that. But not just any, he was Megatron, the supreme leader of the Decepticons, and the one responsible for the Great War of Cybertron that led to its untimely demise.

"Decepticons!" Megatron roared violently. "I have returned".

* * *

 **A/N: Thanks for reading. Please leave comments, questions (only if you're a member of Fanfiction), and critique in the review box. Until then… stay safe.**


	4. Chapter 4

**A/N: Now we're getting into the real meat of the story. The last few chapters were just for introductions and set up for the story.**

 **Let's get into it!**

* * *

 **Ben 10: Prime Force**

 **Chapter 4: Darkness Rising I**

…

It was evening in the northern Canadian wilderness. The sun was beginning to set in the west with a band of beautiful, warm colours in its wake. The landscape is comprised of trees, hills, and mountains as far as the eye can see. Suddenly, a dark ominous shape appears out of the late evening sky. This ship was the Decepticon warship: The _Nemesis_. It came to a stop, mid-air over a large, jagged mountain peak that is now an extinct volcano.

Without warning, a long, yellow tube expanded from the bottom of the _Nemesis_ and descended into the jagged opening in the mountain top. Littered at the bottom of the mined cavern were huge blue crystals of raw Energon. Squadrons of Vehicons operated drills to dig further for more deposits while others collected the Energon unearthed and placed them in hovering storage platforms.

Once the tube stopped, a pair of sliding doors opened to allow its two occupants to step out. The first out was slim silver seeker with red highlights called Starscream. Following behind the seeker, at a leisurely pace was a tall, broad silver mech, the leader of the Decepticons, Megatron.

Starscream proceeded down a metal walkway towards a viewing platform that overlooked the entire mining operation.

"Of the Energon deposits we have located while you were away, Lord Megatron…this one by far is the most significant." Starscream notified. "The drones have been mining without pause since your absence, and have amassed quite a stockpile." Starscream stopped before looking over the catwalk and pointed towards a random drone mining an Energon crystal "You there, fetch me a sample".

"Starscream," A deep voice of authority called out, causing the arrogant mech to freeze with fear.

Megatron stepped out of the dim light and gazed down towards his second-in-command with a look of authority and minor irritation.

"Now that I have returned, I will be the one to issue commands" Megatron declared as he continued walking down the pathway.

"I…understand, Lord Megaton," Starscream replied in a somewhat disappointed tone. "Then, as your humble servant, should I ready the spacebridge? To bring forth the Decepticon army you have surely gathered in your three years in space?"

"My army will come." Megatron then glanced back at Starscream with his blood-red optics. "But my time away has yielded a more…intriguing means of materializing them".

"A solidified form of matter that the ancient texts referred to as…the blood of Unicron,"

The silver warlord then held up his right servo that grasped a purple glowing shard that had a violent haze billowing off of it. Starscream stared at the amethyst matter with wide optics and a slightly gapped mouth for a short second as he walked around his master to get a better look.

"Unicron the Destroyer," Starscream stated rather than asked. "But…it is said that his blood carries his Anti-Spark."

"Plucked from cosmic shores…gaze upon Dark Energon" Megatron tightened his grip on the purple shard for emphasis.

"Legend tells that it has the power to revive the dead" Starscream stuttered at the latter part.

"We only require cadaver to be certain. Are you willing to make the ultimate sacrifice?" Megatron asked with an expression of anticipation.

Starscream slightly chuckled as he tapped his razor, sharp talons in a timid matter. "That may not be necessary." The slender grey mech then gestured to an elevator platform in front of them. "If I may Lord Megatron".

Right on cue, the platform stopped as a few Vehicons stepped off, pushing a floating table with a red Cybertronian mech that had a huge gash going through his chest. On the table was the beaten, scarred, dead form of Cliffjumper.

"Consider it a welcome home present," Starscream grinned.

Megatron's triangular, shark teeth were revealed as he smiled sadistically upon the sight of the dead Autobot.

* * *

 **Autobot Outpost Omega-1**

Back at the Autobot base, it had been a couple of hours since Team 10 and the Autobots introduced themselves. Now that Arcee and Bulkhead had returned from patrol, Optimus figured it would be best to have a little discussion with their new friends.

Ben, Gwen and Kevin were in the human area, gathered around the railing so that they may be more eye level with the Autobots. Optimus Prime was standing in front of the superhero trio, discussing the current situation.

"And since you now know of our existence, I fear the Decepticons may soon learn of yours as well" Optimus conjectured.

"Not a problem." Ben replied in a 'not so worried' tone. "It's not like we can't handle ourselves."

"Though that you three may have…unearthly abilities…I feel it would be best if you have an Autobot guardian with you outside the base." Optimus offered. "You can never be too careful."

Kevin glanced over at Bulkhead whilst Gwen looked at Bumblebee, both smiled.

"Fine with me," Kevin grinned.

"Me too," Gwen added.

Ben took a quick glance at Arcee. The femme turned the other way, trying to avoid his gaze. The Omnitrix bearer sighed, getting the hint that Arcee really wasn't fond of him. However, they were in another universe, and had nowhere else to go and no way of getting back home

But these Autobots were kind of enough to let them stay with them until they could discover a means of getting back to their home universe. Ben was grateful for it, and he was confident he could trust these apparently sentient machines.

The hero took another quick glance at the blue femme, realizing that it would take some time before the femme ever came around.

"Optimus," Ratchet whispered audibly. "Are you sure allowing these children to stay with us is wise. I mean, they are more in danger here than anywhere."

"Children?" Ben said, glaring at the medic.

"When they are not in… super-powered mode… they are as fragile as any other human. If they ever get underfoot, they will go… squish." Ratchet continued.

"Then for the time being Ratchet, we must watch where we step." Optimus complied with a bit of humour.

Before another comment could be made, the computer panels began to blink as an alarm blared through the main ops centre.

"What's that?" Kevin asked edgy, recalling the similar incident on the Rustbucket hours ago.

" **It's the proximity alarm. It means somebody is coming in from the top of the mesa."** Bumblebee explained.

Gwen turned to her cousin and boyfriend and translated, "Proximity sensors. Someone's coming up top".

Ratchet went to the terminal to see what set of the alarm. He sighed frustratingly as he turned his helm to face the others.

"It's Agent Fowler".

"I thought we were the only humans who knew about you guys," Ben said confusingly, with a raised brow.

"Special Agent Fowler is our designated liaison to your world's government. He usually only visits when there are…issues." Optimus explained. "It would be best if you would not meet him at this time".

The trio nodded their heads in understanding.

Ben tapped the Omnitrix faceplate, allowing the holo-ring to pop up. He quickly scrolled through the playlist until he found the alien he wanted. He pressed the head icon, causing the plate to slide back, and let the core pop out.

Out of reflex, Ben slammed down the dial. Greenlight consumed his body as Gwen, Kevin, and the 'Bots had to cover their eyes and optics.

" **Ghostfreak,"** An eerie, raspy voice called out after the light died away.

The Autobots stared in awe and shock at what had transpired. Hovering in Ben's place was a pale, ghost looking being that had black cracks around its body and a singular green eye in one of the cracks on its head.

"Incredible," Ratchet muttered, wide-eyed.

Gwen crossed her arms as she glared at Ben annoyingly. "Was that really necessary?"

The Ectonurite turned to Gwen and replied, "Not really, I just wanted to see their dumbfounded looks."

Ghostfreak hastily grabbed Gwen and Kevin by the shoulders. Ben made them and himself invisible and intangible. They phased through the concrete floor which provoked some gasps from the Autobots. Ghostfreak phased throughout of the silo wall close to Ratchet's work centre and made him and his friends tangible once more.

As soon as the medic's optics spotted them he let out a relieved sigh, seeing that they were okay.

"We'll hide here until he leaves," Ghostfreak informed eerily.

Optimus nodded in response.

A moment later, the elevator doors in the human centre opened, revealing a rotund, African-American man wearing a blue business suit. He had an expression of solemnity and irritation on his face.

"Seven wrecks, thirty-four fender-benders, a three-hour traffic jam," Fowler continued as he stepped out of the elevator and towards Optimus. Ratchet and Bulkhead stepped away from the railing in the process. "And on another note, numerous reports of a speeding motorcycle of unknown make and a black and yellow custom muscle car." Fowler paused as he shot a quick glare at Arcee and Bumblebee, who looked at each other and shrugged their shoulders.

"Now, anything you want to get off your tin-chest, Prime?" Fowler asked harshly.

Optimus narrowed his optics at the agent annoyingly, although he suppressed it very well and put on his best, professional mien. "We have the situation under control, Agent Fowler" He assured.

"They're, back aren't they?" Implied Fowler, ignoring Optimus's previous response.

"If you are referring to the Decepticons, I fear they never left. Your planet is much too valuable to them".

"Is that so?" Fowler raised a brow. "Then maybe it's time I wake up the Pentagon?"

"Hear me, Agent Fowler," Optimus continued. "We are your best, possibly your only defence against the Decepticon threat."

"Says you?" He countered, not convinced.

"Hey, fleshy!" Bulkhead shouted.

He was getting pretty annoyed with Fowler's attitude towards his leader. "Did anyone get splattered on that freeway?! Team Prime knows when to use force." The Wrecker then ripped off a mechanical arm mechanism off of Ratchet's lab table. "And how much to use it," He then crushed the arm for emphasis.

"Bulkhead, I needed that!" Ratchet yelled.

Ghostfreak, Kevin, and Gwen couldn't help but giggle at the comical scene.

"Enough!" Optimus ordered, before turning his attention back to their liaison. "Military involvement will only lead to catastrophe. Perhaps you can condone for widespread human casualties Agent Fowler, I, however, cannot."

Ben looked on impressed by Optimus's words. It was beyond a shadow of a doubt that Optimus really did care for the safety of Earth and would do everything in his power to defend it. The trio, at that moment, had discovered a newfound respect for the Autobot leader.

"Then do us both a favour Prime and handle this…UNDER the radar." Fowler replied as he proceeded back to the elevator. Before the doors closed, he added, "Or I will".

As soon as the doors shut tight, Ghostfreak grabbed Gwen and Kevin and flew back to the platform, and slapped the Omnitrix dial, turning back to Ben in a flash of green light.

"He seemed like a ray of sunshine," Ben commented with a smirk, eliciting a few snickers from Bulkhead, Bumblebee, and Kevin.

"Yeah," Bulkhead agreed. "And pretty big bearings…for a human."

"Agent Fowler is only concerned for his world. As he should be," Optimus stated wisely.

* * *

 **Decepticon Energon mine**

Megatron walked up to the platform where the scarred, deceased form of Cliffjumper laid. The Dark Energon shard was still held tight in the warlord's grip.

"Let us see if the legends are true" Megatron hissed as he stabbed the purple shard into the red mech's chest.

All of a sudden, Cliffjumper's body began to glow a bright amethyst as darker violent mists seeped out of his body. The Dark Energon chunk sunk into the Autobot's spark chamber. Without warning, the optics of the once dead Cybertronian opened back up.

However, instead of a bright blue, they were dark purple. The same type of violent colour illuminated out of the Cliffjumper's joints and seams. Suddenly, the zombie-bot shot its helm up as it let out savage like growls.

It continued growling, snarling, and pulling against its binds. With newfound strength, the former Autobot easily broke the bonds on its wrists and then its ankles. It jumped off the platform and quickly spotted two Vehicon troopers standing forty yards away.

It threw up its head once more a roared violently before charging at the drones. It tackled the one to the left with great force and began to punch it repeatedly in the face. Before the drone could fight back, the red mech grabbed him by the face and crushed it, off-lining it in the process.

The second Vehicon deployed its blaster and cut loose a barrage of energy blasts at the Dark Energon infected Cybertronian. Cliffjumper's attention was immediately drawn to the other drone firing at him, its blasts did nothing but enrage the walking-dead Cybertronian further.

It snarled ferociously as it charged the other Vehicon and began to pummel it to death, never pausing once.

Megatron and Starscream stood back and watched. An expression of horror, fear, and shock was plastered on the seekers face. Megatron, on the other hand, looked on in interest.

"That's your plan!" Starscream screamed with trepidation. "Bring Autobots back from the dead to attack us?!"

"That is no longer an Autobot." The Decepticon leader corrected calmly. "Just a mindless beast that's only instinct is to destroy anything in its path."

After the red mech finished killing the two troopers, it turned its gaze to the silver brute that was Megatron. It threw up its arms and let out a battle cry before storming towards the warlord. Starscream ran in the other direction, putting as much distance between him and the undead Autobot.

Meanwhile, Megatron stood stationary with not an ounce of fear. As soon as the zombie-bot got within range, the former gladiator deployed his sword and sliced it diagonally across Cliffjumper's body. It stopped and stood still for a short moment until the front half of Cliffjumper split away from the lower half.

Both halves fell over the ledge, however, the upper half held on to the edge with one servo.

"There Starscream, now you see. This is the key to my vast, indestructible army. Savagery, untamed powers, the ultimate weapon," Megaton announced as he stepped towards the ledge, seeing that the snarling Cliffjumper was still attempting to get back up. The warlord promptly kicked the former 'Bot in the face, letting it fall hundreds of feet down into the cavern below "Once I learn to control it".

Starscream looked over with a sadistic grin adorning his facial plate.

* * *

 **Autobot Outpost**

Ratchet stands by the computer terminal, searching for any possible Energon spikes that could pop up anytime. Suddenly, a new signature appeared on the screen. The medic analysed further to see that it was originating from the Northern Canadian wilderness. And to his shock, there is a profile picture of a familiar red mech right next to the signal.

"Blasted Earth tech!" Ratchet exclaimed. "Cliffjumper's signal just popped back online."

Team Prime stepped closer whilst Ben, Gwen, and Kevin came to the railing nearest to Ratchet.

"Wait… who's Cliffjumper?" Gwen asked.

"How is that possible?" Optimus inquired, ignoring Gwen's question.

"It isn't," Ratchet answered. "It's another bug. The system's chalked full of them!"

"If there's any chance that Cliff is still alive" Arcee stated with a smile, a sense of new-found hope.

"Ratchet, activate the groundbridge" Optimus commanded.

The gruff 'Bot walked to the groundbridge controls, entered the coordinates, and pulled down the lever. Suddenly, the tunnel carved into the side of the mesa wall, flared to life as greenish-blue light consumed the passageway.

"Hey!" Kevin called out. "What can we do, big man?"

Optimus looked at Kevin and then Gwen and Ben. True, these three had super-powers and could be helpful, but Optimus did not want to risk any of them getting hurt. Besides, this mission is only to search and rescue.

"Remain with Ratchet," Optimus replied.

"Uh," Kevin sighed as he gripped the railing, so tightly that it actually bent in his grip.

"Uh," Ratchet vented annoyingly.

"Autobots," Optimus said. "Roll out!"

Optimus collapsed into his red/blue Peterbilt mode and zoomed through the portal first. Bulkhead, Arcee, and Bumblebee transformed into their vehicle modes and followed swiftly.

"W-what just happened?" Ben asked dumbfounded.

"I sent them to the designated co-ordinates via the groundbridge." Ratchet explained.

"What's a groundbridge?" Gwen inquired with intrigue.

Ratchet vented a heavy sigh as he continued. "It is a scale down version of spacebridge technology. Since we do not possess the means or the Energon required for intergalactic travel…"

"You're stuck here" Kevin finished. "On Earth".

"With the likes of you, yes" Ratchet replied. "But I engineered the groundbridge to allow travel from here, to anywhere on this planet."

"Does it work for humans, or…meta-humans?" Gwen queried.

"Naturally," Ratchet replied with a hint of pride.

"So, it's almost like a Hyper-Space Jump Gate, only limited to Earth." Ben summarized.

Ratchet raised an optic brow. "I'm afraid I do not know what a…Hyper-Space Jump Gate is."

"It's like our universe's version of a spacebridge," Kevin explained simply.

"So…you can travel to any point across the globe in just seconds with this machine," Gwen said. "Wow, that's pretty cool…and efficient."

"Indeed," Ratchet then stepped forward with a smug grin. "In fact, allow me to transport you three to any destination of your choosing, free of charge".

Gwen simply glared at the medic. Ben and Kevin took a step back, knowing that look all too well.

"Watch it, Ratchet." She warned as her eyes lit up with pink.

Ben couldn't help but snicker as Ratchet slowly stepped back. But unexpectedly, another thought entered Ben's mind. It had been bothering the green-eyed teen since it transpired: when the Omnitrix scanned Bumblebee. It had been bugging Ben since they arrived at the Autobot base.

Though the Autobots seemed to carry human-like traits, he was confused about why the Omnitrix would scan one of them. From what he knew, the Omnitrix only scanned unknown, sentient organic DNA. Although these transforming machines seemed sentient… how could they have DNA?

"Hey Ratchet, I've got a question," Ben said.

"And I bet I have an answer." Ratchet replied as he proceeded back to his terminal.

"Right," Ben rolled his eyes. "I was wondering if you Cybertronians have something similar to DNA".

"Why the sudden interest?" Gwen probed, raising an eyebrow.

"Because, earlier today, while Arcee and 'Bee were fighting those Decepticon troopers, the Omnitrix wouldn't let me transform until it scanned Bumblebee" Ben explained.

This had caught Gwen, Kevin, and even Ratchet's attention. The former two looked at Ben confused.

"Wait, the Omnitrix scanned Bumblebee? How is that possible?" Kevin asked. "I thought the watch only scanned unknown organic life-forms".

Ben rubbed his chin as he contemplated on this predicament. "I know. That's what I thought too; which is why I asked in the first place."

"Well, to answer your question, yes. We Cybertronians have what is called CNA or Cyber Nucleic Acid. It is the building blocks of all Cybertronian life." Ratchet enlightened.

"Like DNA," Gwen whispered. Her brows furrowed as her mind began to connect the dots. Once she got it figured out, she turned to her cousin. "That explains why the Omnitrix scanned Bumblebee. It detected the unknown genetic code of a sentient being."

Ben looked to the floor for a moment as he soaked this all in. "Hold on, that means that it doesn't matter if it is organic or not. As long as it has some sort of genetic code, and has sentient traits, the Omnitrix will scan it." Ben summarized.

"Wait! So that means Tennyson can turn into one of you guys now?" Kevin added. "Cool".

"You," Ratchet pointed at Ben. "Turning into one of us… Primus help us all" He sighed.

Gwen and Kevin couldn't help but snicker at the ole gruff medic whilst Ben looked on in bewilderment.

"What? What's wrong with me turning into one of them?"

The auburn-haired girl looked at Ben incredulously for a second but said nothing.

Several minutes later, Ben and Kevin climbed down from the human platform and began to walk around the command centre, examining the room and getting a feel to where everything was. They had already walked through the med-bay and Ratchet's lab and were heading back to the human platforms. As the duo walked through the massive room, a piece of machinery on a wall grabbed Ben's attention.

The brunette walked over to it and studied it for a few seconds. It had all sorts of buttons, wires, and holes where computer boards could be seen inside.

"Hmm...what's this thing?" Ben asked as he proceeded to touch a button.

"Broken. Don't touch" Ratchet replied bluntly as he walked back to his computer terminal.

Ben stared at the medic's back for a second as he outstretched his hand back to another button on the machine.

"Don't touch that either!"

Ben scratched his head in confusion as Kevin walked up behind him.

"Anything in here we can touch?" Kevin quipped.

Before Ratchet could retort, a red error message appeared on his monitor. Prompting him to let out a frustrated sigh.

"Ratchet, how come you guys are using human computers?" Gwen inquired.

"It certainly wasn't by choice. It was handed down from the previous owners when we inherited this former missile silo. I make modifications where I see fit" Ratchet explained.

Right on cue, multiple beeps sounded out as all of the monitors, large and small were littered with red error messages. Ratchet vented out another annoyed sigh as he hung down his helm.

"Hmm...I think I can fix that" Gwen said. The red-haired girl then turned her gaze to Kevin. "Kevin, get up here".

The black-haired teen rushed to a yellow ladder and climbed up. He strolled over to a set of human size computer consoles that Gwen was already by and took a seat.

"Really no.? You know this is complex technology. I mean, it isn't a child's toy" The medic stated unconvinced.

However, Gwen ignored him and continued to type on the keyboard as Kevin watched what she was doing. Before she finished, Kevin told her to input a few extra codes she left out. Once he was satisfied with it, he told her it was good to go as she pressed the 'Enter' button.

"Now try," Gwen said.

Ratchet looked up and was met with quite a shock. The error messages vanished and were replaced with green question mark icons before the screen returned to normal. He looked back at the duo to see their smirking faces directed at him.

"When you've dealt with alien tech as long as I have, fixing human computers is a walk in the park" Kevin grinned as he leaned back in his chair.

"Duly noted," Ratchet muttered.

...

Later, the occupants at Outpost Omega received an emergency groundbridge request. As Ratchet pulled down the groundbridge lever, Ben, Gwen and Kevin gathered by the railing to watch as the groundbridge tunnel came to life.

Arcee, Bumblebee, Bulkhead, and Optimus zoomed in to the base, in vehicle mode, and at high speeds. But what really caught the trio's attention was the bright blue conflagration tailing the Autobots. As soon as Optimus exited the portal, Ratchet quickly closed the groundbridge.

The red and blue titan transformed and skid across the floor thanks to his momentum. Team 10 could see soot, burnt marks, and scratches all over the Autobot warriors. However, it appeared to be nothing more than superficial.

"Cutting it a bit close," remarked Ratchet before he became more serious. "How 'bout Cliffjumper?"

Optimus, 'Bee, and Bulk looked down solemnly. Ben, Gwen, or Kevin didn't need to ask as they could already see the answer on their facial plates. It was clear, whoever this Cliffjumper was, didn't make it.

Optimus took a step towards Arcee, who was hugging her chassis and looking at the floor.

"Arcee, what did you see?"

She hesitated for a moment but eventually regained a few of her bearings. "Not Cliff…at least…not anymore," She paused. "He was mutated, butchered…like one of those 'Con experiments during the war" Arcee tried fighting back tears.

The Amazon warrior then fell to a knee as she rested her head and arms on a concrete cube.

" **Arcee, are you okay?"** Bumblebee asked concerned.

The blue femme held up a hand. "I-I'm fine. Just… a little dizzy,"

Ben, Gwen, and Kevin both looked on in confusion. It didn't take long for all to suddenly click into place. Their eyes widened at this new, stunning revelation.

"Robots, who get dizzy," Kevin noted.

"Robots with emotions," Gwen added.

"Robots…, who can die," Ben finished.

They realized then that these Cybertronians… despite being made of metal and wires… were actually more sentient than they previously thought; they were human, in their own way.

Ben walked to the railing closest to Arcee and gazed down on the femme. He noticed Ratchet examining something on her right gauntlet. It was some sort of purple goo with a violent haze billowing off of it.

"What is this?" Ratchet muttered as he stared at the goo longer.

"Don't know. Cliff was covered in it, leaking it" Arcee replied.

Without warning, the sounds of beeping and whirring caught everyone off guard. Ben immediately realized that the source of the noise was emanating from his left wrist. He pulled up his jacket sleeve. What Ben saw was surprising, to say the least. The Omnitrix was fluctuating between flashing red.

"Well… whatever that stuff is, the Omnitrix is detecting radiation" Ben pointed out.

The orange and white 'Bot took a scalpel from his subspace compartment on his waist and took a sample off of Arcee's wrist.

"Go take a decontamination bath, now" Ratchet advised.

Bumblebee helped Arcee up and aided her to the decontamination room. Ben's attention was still focused on the Omnitrix, and why it was acting weird. The moment Arcee exited the room, and Ratchet placed his sample in his lab, the watch deceased it's bleeping, whirring, and flashing before it returned to normal.

' _Okay, what was that about?'_ Ben thought. He looked at the watch faceplate for a moment before averting his attention to the concrete box where Arcee was previously seating. The teen hero realized that whatever that purple stuff was, it was what was screwing up the Omnitrix. _'But the question was, why? What could it be, that could make the Omnitrix meltdown like that?'_

Ben tried thinking up possible reasons, but none really came up.

He then turned his gaze to where Arcee had exited the room. He couldn't help but feel sorry for the blue femme, even though she didn't like being near him. Whoever this Cliffjumper was, he obviously he cared for him deeply. It would explain the hostility she had towards Ben. She was simply upset over losing someone close to her.

Ben decided he would confront her later about it, now was not the time.

' _I'll let her be for now. She's already been through a lot. She just needs this time'_ Ben thought.

* * *

 **The Nemesis**

High in Earth's atmosphere, the Decepticon warship was flying through thick, banks of clouds. It was late evening and the colour of the clouds was turning to a dusty pink whilst the sky became darker. Inside the ship, Megatron and Starscream were situated in a big room with a pillar in the centre with some sort of force field surrounding it.

Resting on the pillar was a humongous chunk of Dark Energon sprouting out of some sort of rock at the bottom. The amethyst light lite up the room whilst the hazy mist billowing off the crystals was sucked into multiple vents above the platform.

The silver warlord strolled around the pillar, gazing up the Dark Energon crystals. He had been examining the dark substance without pause ever since he had it transported aboard his vessel.

Meanwhile, Starscream kept his distance down the pathway as he debriefed his master on the events that occurred at the Energon mine.

"I do not think you have to worry about further Autobot interference, Lord Megatron. Not with Prime's spark extinguished" Starscream said.

"And how sure of this statement are you Starscream?" Megatron implied, not turning his attention away from the violent rocks.

"I destroyed the mine. As you instructed" The arrogant seeker replied.

"Optimus is not easily destroyed. We have millennia worth of battle behind us to prove it" Megatron retorted as he returned his gaze upon the Dark Energon.

"Perhaps you should take a break, Lord Megatron. I fear too much contact with the Dark Energon could…adversely affect you."

"Or perhaps Starscream… I have simply not allowed myself to have enough contact." Megatron responded as he plucked off a shard from the formation of Dark Energon crystals.

"Wait! Lord Megatron, no! Not your spark chamber, you do not know what it will do!" Starscream protested.

However, the seeker's screams went ignored as Megatron stabbed the purple shard deep into his chest. Suddenly, a loud growl emanated from the depths of Megatron's throat. Bright purple light began to illuminate from the seams and joints of Megatron's body. As seconds passed, the warrior's structure started to shake rapidly.

Starscream looked on in horror as he took a few cautious steps back from the scene.

Without warning, another louder growl exited out from his mouth as his once red optics turned a bright purple.

* * *

 **Autobot Outpost**

The command centre was empty with the exception of Ratchet. Last night, Ben, Gwen, and Kevin had left for Jasper along with Bulkhead and Bumblebee to pick up a few things, mainly food. But while they were in town, they kept in mind to search for jobs, until they then remembered that they don't exist in this universe, so applying for a job would be difficult.

Optimus and Arcee had both returned to their quarters. The latter had immediately gone to her room after washing herself off. As far as Ratchet knew, she was still in their sulking over today's recent event. But the medic couldn't blame her. Who could?

But now, it was early morning and everything was quiet as the rest of Team Prime and the latest human additions continued to sleep in their respective quarters. Ratchet had decided to take this time of peace and quiet to his advantage and study the purple substance he scraped off Arcee the day before.

Ratchet looked through a microscope, examining the purple goo he removed from Arcee's wrist. He looked up from the device and stared at the monitor that showed an enhanced image of the purple substance.

"Hmm" the mech pondered "the base elements of this goo are unlike anything I've ever encountered. It must've been extremely concentrated to have affected Arcee so rapidly".

Using a set of Cybertronian size tongs, the cranky medic then removed the glass slide from underneath the microscope. On the slide was a single droplet of the same amethyst goo.

"However, results are slow coming without the proper tools thank you very much, Bulkhead." He complained as he proceeded to another part of his laboratory.

Just as Ratchet stepped away from his workbench, out of his knowledge, a small droplet of purple fell to the floor. The drop of goo landed on the same robotic, grappler device that Bulkhead had previously crushed.

Unexpectedly, the purple substance seeped into the mechanical arm through the seams. After a few seconds, the grappler hooks began to flinch as purple light shone out from the device's seams and through a hole in the palm of the mechanical hand.

Suddenly, the grappler tool came to life and began to crawl around on the floor much like a spider. It scurried across the base floor, searching for its first victim.

* * *

 **A/N: Yeah, yeah, I know. This is a crappy place to end the fourth chapter. I hope you enjoyed this newest instalment to the story.**

 **I promise the next chapter will be more action-packed and thrilling. More aliens, more fighting, a hint of Ben / Arcee at the beginning (not much mind you as she's still grieving over Cliff and the fact that she and Ben are still kind of iffy with each other), and more of the awesomeness we all love.**

 **I'll see you happy folks next time.**


	5. Chapter 5

**Ben 10: Prime Force**

 **Chapter 5: Darkness Rising II**

…

 **Autobot Outpost**

It was morning at Autobot Outpost Omega-1. Inside the main ops centre, the only occupant present was Ratchet. The medic/scientist stood by a lab table, examining the sample of the purple goo (the same he removed from Arcee) through a specialized microscope.

"Thank Primus for peace and quiet," Ratchet muttered. "House guests can be such a bother".

Suddenly, Ratchet's attention was grabbed by the sound of metal hitting the ground. He brought up his helm and turned it from right to left, looking around his lab area. After seeing nothing unusual, Ratchet shrugged his shoulders, passing it off as nothing, before averting his attention back to the task at hand.

Without warning, he heard the sounds of metal skittering across the floor, this time it sounded close.

"Optimus?"

As the gruff ole medic turned around, he was met with quite a shock. The same grappler tool that Bulkhead had crushed was skittering towards him across the floor like an insect. It was using its six servo appendages as legs while the vibrant purple centre appeared to be an optic.

"By the All-Spark," Ratchet exclaimed.

The spider-like tool jumped in the air, intending to land on Ratchet's face. But he quickly ducked, causing the possessed tool to fly right by him. It landed on the catwalk above his lab, and let out a metallic hissing sound.

It then jumped on Ratchet's work table, attempting to attack him again. However, Ratchet hastily grabbed a metal rob (that was lying near his lab station) and landed a direct hit on the grappler. The spider-like tool recovered swiftly and scurried across the work table, easily dodging Ratchet's blows.

It came towards his microscope and used its razor-sharp appendages to promptly cut it in half.

"I needed that!" Ratchet yelled, gritting his metal teeth.

The hissing tool then leapt in the air, on a path straight to Ratchet's helm. Before it could though, a sudden blast of Energon hit the tool. Ratchet looked to his left to see Optimus standing there with his right Energon blaster deployed. The tool somehow survived the blast and regained its bearings.

Nevertheless, before it could cause any more damage, Optimus's giant boot-shaped foot slammed down on it, reducing it to scrap.

"And stay broken." Ratchet quipped. "Now…what could've caused that?"

Optimus shifted his blaster back to a servo as he allowed his battle mask to open up, revealing his smooth facial plate.

"I have a grave suspicion, Ratchet." He paused as he glanced down at the crushed tool. "Dark Energon".

* * *

Flying high in Earth's stratosphere, amongst the morning clouds, was a dark, ominous warship that was none other than the _Nemesis_. Inside the room where the Dark Energon was stored, the warlord stood in front of the pillar that held the purple crystals.

Megatron exhaled a satisfied sigh of relief as the last of the Dark Energon shard he stabbed in his chest, was absorbed into his spark. The former gladiator couldn't help but grin sadistically as he felt amazing, raw, dark power course through his veins.

Starscream cautiously stepped forward, still wary of his master. After all, he was shaking rapidly and yelling violently mere minutes ago.

"Uh…Lord Megatron," Starscream said timidly.

"It's as if the blood of Unicron the Destroyer… flows through my veins; as if… I hear his very thoughts" Megatron prattled. He then reached out and plucked another shard of the amethyst matter. "I now know what I must do".

"And… what can I do to assist you, master?" Starscream stuttered awkwardly.

"Quit grovelling… and await my command." Megatron ordered as he proceeded down the pathway and out of the room, whilst Starscream glared at him with contempt.

Later, Starscream stood in the bridge, watching as Megatron flew away in his alt mode towards a destination unknown. The seeker continued to stare on with obvious scorn as Megatron disappeared into the clouds. Somehow, Starscream felt like someone was behind him. He glanced back and was startled to see Soundwave standing there.

"Soundwave!" He jumped slightly in surprise. Starscream quickly calmed down as he regained his composure. "I fear that when our master reached for the stars, he came down with a case of space madness. Lord Megatron has not been of sound judgment since his return from hyperspace" He then turned around to face the visor faced 'Con. "Increase global surveillance,"

" _Quit grovelling… and await my command."_ Megatron's recorded voice replayed through Soundwave's face, but with a darker, metallic undertone.

"I'm not deaf!" Starscream retorted. "But…if Optimus Prime lives, I believe it is in Lord Megatron's best interest that we ensure his enemies…destruction." A sinister smile then appeared on his slender face.

* * *

Back in the command centre of Autobot Outpost, Optimus and Ratchet were engaged in a conversation. They gathered up the remains of the crushed tool and placed in a glass canister.

"If the residue found on Arcee brought your broken equipment to life, then it stands to reason… that the very same substance brought Cliffjumper… back from the dead" Optimus implied with a grave undertone.

Ratchet placed a servo on his metallic chin as he contemplated the scenario. He discovered that it did make sense, but there was one problem. "Hmm…that would account for Cliffjumper's life signal inexplicitly coming back online… but… Dark Energon?" Ratchet looked at Optimus with uncertainty. "It's so scarce, it might as well non-existent. What would it be doing on Earth?"

"It must have been transported… by Megatron." Optimus answered.

"For what purpose?" Ratchet asked.

"To conquer this world by raising an army of the undead".

Ratchet was silent for a moment as he absorbed this information. He then let out a chuckle as he replied, "Well…Megatron will have to bring quite a few toaster ovens. I mean, where… on this world… would Megatron find that many Cybertronian dead?"

Optimus didn't answer as he could hear the familiar engine sounds of Bulkhead and Bumblebee returning from Jasper, with Gwen and Kevin in tow.

* * *

 **Earlier**

Ben's eyes began to slowly flutter open. When they did, he found himself lying in a simple, twin-sized bed in a room where the walls and ceiling appeared to be carved into the rock. He was confused for a moment; how did he get here? Why was he not in his room back home?

It all came back to the teen hero instantly; being ambushed by Vilgax, the Quantum Drive overloading, crash-landing, and finally, meeting the Autobots. He then realized he was in the quarters that the 'Bots had loaned him while he, Gwen, and Kevin stayed with them in their base.

He let out a deep yawn as he pulled off the covers and sat up in the bed. There was no sense in going back to sleep; besides Ben was awake now and wouldn't be able to drift back off. After pulling off the covers he discovered the room was surprisingly cool and pleasant. Ben could even feel a few goose-bumps on his legs. The brunette stood up and proceeded to the bathroom that came with his quarters.

Ben went through his normal morning routine of taking a shower, brushing his teeth and applying deodorant. Thankfully, between Ben, Gwen, and Kevin, the three of them were able to buy hygiene-related materials in town yesterday. And astonishingly, the money they carried with them from their universe, was as good as gold to use in this one.

After cleaning himself up, Ben put on his jeans and green jacket before walking out of his room. He then took a quick peek at the Omnitrix to see it was six-o-clock. One thing that separated this new Omnitrix from the previous ones is that it could display time. Who would've thought of putting the time on a watch?

The emerald-eyed teen knew Gwen and Kevin would still be sleeping and he didn't want to disturb them. He guessed the Autobots were still in… recharge as well, except for Ratchet maybe. With those points in mind, Ben decided to do something productive until his friend woke up.

A smile crept on his face once he figured out what he could do. Ben walked down the long, dark corridors, remembering where he was thanks to the tour Bumblebee gave. It took him a few minutes before he reached his destination: the SAFE.

The SAFE was a training room that was able to project hard-light constructs of Vehicons, certain Decepticons, or really anything that someone can spar against.

Ben walked through the door to see that everything in the room; the floor, the walls, and the ceiling were shrouded in bluish-white square plates. Ben turned left and looked up to see a metal control panel on the wall over fifteen feet high. No way a human could reach that high without some sort of ladder or lift…at least no normal human.

The green-eyed teen couldn't help but smirk. He pulled up his sleeve and tapped the Omnitrix faceplate. He scrolled through the holo-ring, searching for the right alien that he currently needed. Upon finding it, he tapped the head icon, allowing the faceplate to slide back and the core to pop out.

Out of second nature, Ben slapped down the Omnitrix, causing the entire room to be engulfed with blinding, emerald light. When the light faded away, standing in Ben's place was a twelve-foot-tall, bipedal reptilian creature with massive arms, elephantine feet, and a tail. His skin was mainly dark brown while his underbelly was beige.

" **Humungousaur,"** Ben shouted out of habit.

Humungousaur stepped toward the panel and saw that it was still three foot above his head. The Vaxasaurian merely grinned as he increased his size to over twenty feet. Stegosaur like spikes slightly grew from his back. They didn't full protrude out since Humungousaur hadn't grown to his full height yet.

Ben walked up to the panel and examined the controls. It wasn't too complicated. In fact, after a minute of examining it, he pretty much understood it.

"Hmm…let's start off with easy, and then work my way up," Humungousaur said.

After inputting the commands, the bluish-white panels around the room became more vibrant. Suddenly, a single solid image of a Vehicon appeared in the middle of the room. Ben turned his attention to it and tightened his hands into fists. The Vehicon and Vaxasaurian stared down at each other for a few seconds.

Immediately, the Decepticon drone shifted its right forearm into a blaster and started firing a fusillade of red energy blasts. Humungousaur didn't even bother trying to dodge the blasts, considering the projectile couldn't pierce his tough hide. Though he did feel a slight stinging sensation, his endurance easily made him ignore it.

Humungousaur let out a booming roar as he charged full steam at the drone. The Vehicon didn't stand a chance as a giant mass of dinosaur muscle delivered a powerful right hook into its helm. The drone was decapitated, with the banged-up helm rolled to the side before it and the rest of the body faded away.

Ben let out a gruff 'Hmph'. "Well…that was pretty anticlimactic" He noted.

Without warning, five Vehicons appeared out of nowhere. The purple and black robots formed a circle around Humungousaur and hastily deployed their blasters. Humungousaur looked side to side, no intimidation present anywhere on his expression.

"Level two, huh? Here we go," Humungousaur smirked.

Just as the hard-light constructs primed their weapons, Humungousaur leapt at the nearest one and tackled it to the ground. He grabbed at the drone's right arm and easily ripped it off. Picking it up over his head, he tossed it at another. Both drones were thrown off the right instantly.

The remaining three aimed their guns at the brown dinosaur and discharged a folly of crimson blasts. Humungousaur bent his knees and jumped high in the air, way over the blasts. Surprisingly, the massive brute landed right in front of one of the Vehicons and delivered a nasty haymaker into its visor.

Just like before, the helm was punched clean off of its metallic shoulders. The other two aimed and fired away upon Humungousaur, but the energy weapons had no effect on him. Ben grinned confidently as he increased his size of twenty to thirty feet. He then grabbed the Vehicons by the waists and slammed them together, crushing them like cars in a scrapyard.

After the five drones were defeated, as expected, more began to materialize all around Ben. This time, however, there were approximately ten Vehicons. Humungousaur merely grinned, seeing as he dwarfed the solid-grams by at least ten feet.

"Ten against one? I like those of odds." Ben proclaimed.

The next five minutes went by quick. After literally trashing the ten drones, over fifteen more appeared. Needless to say, Humungousaur took care of them swimmingly. Afterwards, twenty phased into existence, and after that thirty. But like the previous levels, Ben easily took them down.

The fact that their weapons couldn't harm his tough skin and he could throw them around like rag dolls, gave the Omnitrix bearer a great advantage. In the end, Ben had defeated up to eighty drones in a time span of ten minutes. Humungousaur took this moment to catch his breath for a moment before the next level would startup.

"Impressive," A feminine voice commented.

Ben was brought out of his thoughts as he turned towards the source of the noise. He discovered Arcee leaning against the door frame of the SAFE entrance. The blue femme had her arms crossed over her chassis and looked at the Vaxasaurian with a smirk.

"A-Arcee," Ben stuttered, surprised to see her there. "Uh… how long have you been there?"

The smirk on the femme's face grew bigger. "Long enough to see you take down eighty Vehicons in ten minutes. Got to say, that's not bad at all."

Humungousaur rubbed his neck sheepishly. "Eh, it was nothing," he said modestly.

He lifted up his hand and slapped the Omnitrix dial. Again, the room was consumed by green light as Humungousaur transformed back into Ben. The green-eyed teen looked up to Arcee with a slightly bemused mien.

"Not that I mind your company or anything, but why are you here?" Ben asked. "I thought you'd still be asleep."

Arcee looked down with a solemn expression as she closed her optics. "I… haven't really been able to recharge recently" She admitted.

Ben stared at her with sorrow and pity. He couldn't help but feel bad for Arcee, after everything that happened to her in the last forty-eight hours. Whether she was hostile to him or not, she didn't deserve it.

A short moment of silence passed before Ben spoke up again.

"I'm…um…I'm sorry about what happened, Arcee. Bulkhead told us how close you two were" Ben paused momentarily, trying to find his words. "Cliffjumper…he…he didn't deserve what happened to him."

Arcee brought up her helm to look at Ben. She could see the sincerity on his face and feel it coming from his voice. He was definitely not lying. She smiled slightly in response.

"Thank you, Ben. I… I appreciate it," Arcee confessed.

Ben smiled, seeing that she was actually being nice to him for the first time. But he was really happy to see that he made her smile, even if it was only slightly. It's still a start.

"Anytime," Ben replied. "Just remember, if you ever need anyone to talk to, I'll there".

Arcee grinned. "Well aren't you a smooth operator?" She teased.

' _Wow, she's actually beginning to open up a bit.'_ Ben mused.

"So I've been told," Ben commented.

Arcee's face then became more serious. "We should get to the command centre. Bulkhead, Bumblebee, and your friends should be coming back from Jasper about now."

"What were they doing in town?" Inquired Ben as he and Arcee stepped out of the SAFE, and down the corridor.

"Bringing back what humans call 'breakfast'." She replied.

"After training like that…I could use a little fuel in the tank" Ben said.

When they entered the command centre, they saw all the Autobots present and accounted for. Ben walked up to the human area where Gwen handed him a fast-food biscuit they got in town. The brunette didn't waste time in unwrapping it and chowing down. After all, beating up Vehicons (no matter if they're real or not) works up an appetite.

While Ben ate, the trio looked to the lab area to see Optimus and Ratchet having a discussion with the other 'Bots. They couldn't help but listen in.

"Autobots…prepare to…" Optimus then paused as he looked at his troops and then glanced over at Ben, Gwen, and Kevin.

"Roll out?" Arcee implied.

"Remain here," Optimus replied. "Ratchet you'll come with me. Arcee, we'll be out of communications range for quite some time. So I'm putting you in charge."

"Dude, you're the biggest. Shouldn't you be the boss?" Kevin asked, looking at Bulkhead.

"Nah… Prime never picks me" He replied.

"Optimus, you know babysitting is not my thing. Besides, Ratchet hasn't been in the field since the war" Arcee argued, clearly wanting to go with.

Her comment only elicited Ben to roll his eyes.

"My pistons may be rusty but my hearing is sharp as ever!" Ratchet retorted as he typed in a set of coordinates on the terminal.

The trio couldn't help but grin, even though he was a grumpy looking figure, Ratchet could be funny at times.

"For the moment, it is only reconnaissance," Optimus assured.

"Then why do I feel an edge in your voice?" Arcee countered with a raised optic brow.

"Arcee much has changed in the last twenty-four hours, and we must all learn to adapt" Optimus replied. The Autobot leader then turned his attention to his medic. "Ratchet, bridge us out".

Ratchet pulled down the lever, activating the groundbridge in a swirling mass of colours. The two metal titans leisurely proceeded into the tunnel and then vanished.

Ben rubbed his neck sheepishly as he then focused his gaze on Arcee. "So chief…what's on the activities list?"

"I'm going on patrol." Arcee deadpanned as she proceeded to the tunnel, causing Ben to sigh.

' _So much for her warming up to me,'_ Ben thought.

"But Optimus told us to stay." Bulkhead disputed.

"When you're in charge you can call the shots." The femme replied. "'Bee with me,"

Bumblebee glanced at Gwen before his slump his shoulders. **"Aww,"** He whirred complainingly.

Arcee and Bumblebee stepped towards the tunnel, preparing to transform and roll out.

"Bulkhead, you're in charge." She stated.

They then shifted into their vehicle modes and stormed down the long pathway. Bulkhead stared at the exit for a short second before returning his optics to Ben, Gwen, and Kevin.

"So…what's on the activities list?" The wrecker asked in a joking matter.

Suddenly, Kevin jumped down from the platform and in front of Bulkhead, his entire body covered in steel armour he absorbed from the railings.

"How about we spar?" He suggested as he slammed his right fist into his left hand.

"Nah, I just got back from training in the SAFE" Ben replied.

"Kevin, I don't think that's a good idea" Gwen reprimanded.

"She's right," Bulkhead agreed. "I'm not so sure Optimus would like it if we sparred with you three".

"What?! Don't think you can handle me, big guy?" Kevin mocked as he shifted his right hand into a spiked mace.

All of a sudden, before any other remark could be made, the computer alarm blared through the main ops centre.

"Whoa, whoa, whoa…proximity sensor" warned Bulkhead. "Hide!"

Ben and Gwen quickly sprinted down the stairs off the platform, and hid behind Bulkhead's giant foot, along with Kevin. The Osmosian quickly dropped his armour and turned his skin back to normal. The doors to the elevator immediately opened, revealing a steamed Agent Fowler.

The rotund man walked up to the railing with an obviously angry expression.

"Prime!" He shouted.

"A-agent Fowler," Bulkhead grinned sheepishly as he had his servos behind his back. "Uh… he's not here. Nobody's here. Well, except me of course".

"Well where did he go?" demanded Fowler. "Oh wait… don't tell me. He's out pancaking a mini-mall?"

Bulkhead shifted the position of his foot to hide Ben, Gwen, and Kevin better as Fowler stepped closer to the stairway. "Now I don't know what language you 'Bots speak on your planet, but Prime promised that he would handle the Decepticons. And blowing a crater in the Canadian wilderness is not what the word 'handle' means in English. So, you tell Prime…"

Fowler stopped mid-sentence as he turned his head to the left. He noticed some breakfast wrappings lying on the coffee table in front of the couch. That was definitely not something he had expected to see, especially in a base of full alien robots.

"Since when do you 'Bots get take out?" Fowler asked, pointing to the food wrappings.

"Uh," Bulkhead hummed blankly, unable to come up with an accurate response.

Ben, Gwen, and Kevin stared at each other, realizing there was no way out of this. Sighing in defeat, Ben was the first to step out of hiding before Gwen and Kevin followed.

"Hey…how you doing?" Ben greeted awkwardly.

"Contact with civilians?! Team Prime…has really gone off book this time," stated Fowler. "Wait! Don't tell me… you're running a daycare centre?"

Seeing as Bulkhead was blank for words, the super-powered trio tried to see if they could make a believable excuse.

"We're…uh…interns," Kevin implied.

"Student interns," Gwen added.

"Taking courses in auto…" Ben paused, trying to think up of a course.

"Robotics," Kevin finished, grinning sheepishly.

Fowler pinched the bridge of his nose as he sighed in vexation. The agent then strolled down the stairway and walked towards the trio.

"Okay, let's move. I'm taking all three of you into federal custody. It's for your own protection." The African-American man said.

Bulkhead brought up his left foot and slammed it in front of Fowler, cutting off his path.

"We're protecting them." Bulkhead stated.

' _Not that we need protection in the first place,'_ Ben inwardly noted.

"Is that so?" He then turned around and walked to a human telephone, positioned close to the metal stairway. "Then maybe you can explain that to _my_ superiors at the Pentagon."

As he started to dial-in numbers, Bulkhead leaned forward hastily. "Don't use that phone! It's… uh", the wrecker proceeded to press his index digit into the machine, breaking it in the process. "Out of order".

Fowler threw the phone, letting it hang down from its cable. "This isn't over, bigfoot! Not by a long shot!" yelled Fowler.

Agent Fowler proceeded back up the stairway and into the elevator. When the doors closed, Bulkhead looked down and groaned. He knew whatever was to happen in the near future… would not be good.

"Geez, what a buzzkill," Kevin remarked as they had watched Fowler leave.

* * *

 **The _Nemesis_**

Onboard the _Nemesis_ , inside the bridge, Starscream listened to a transmission that Soundwave stumbled upon while scanning global communications.

" _Sir, this is Agent Fowler… I'm in route from the Autobot base. I'll brief you in person."_ Fowler's voice replayed through Soundwave's face.

"Autobot base, eh!" Starscream's face lit up upon hearing those two words. "Humans. Always the weak link," The silver seeker turned to face the Decepticon spymaster. "Fetch me this Fowler so that he may…brief us instead".

Suddenly, the multi-winged contraption on Soundwave's chest known as Laserbeak unhooked from his chassis and flew off down the corridor, emitting an electric whining noise.

* * *

 **Autobot Outpost**

Back at Autobot Outpost, once again the obnoxious beeping sounds of the alarms were blaring through the main ops centre. Ben, Gwen, and Kevin were standing back in the human area (close to the railing near the groundbridge terminal), covering their ears from the loud sounds.

"My ears," Gwen complained.

"It's almost as bad as Echo Echo's sonic scream," added Kevin.

Ben looked at Kevin with a slightly bemused mien and a raised brow. "Really? It's that bad?"

"Hey…I said 'almost'." Kevin clarified.

Bulkhead walked up to the terminal to uncover what the problem was.

"It's a SOS… from Fowler?!"

The green warrior glanced down at the keyboard, not really sure what to do. He pressed a couple of buttons; thankfully they were the right ones as the message appeared on screen and the alarm deceased.

"Did you trace it?" Gwen inquired.

"Location scan was incomplete." The former Wrecker then shrugged his shoulders. "Oh well,"

"Oh well?" Ben asked incredulously. "Seriously?"

"Fowler's a jerk" retorted Bulkhead.

The jacket-clad teen's eyes widen at Bulkhead's selfish statement. "Whoa! Whether you like the guy or not the Decepticons may have him"

"And let's not forget that knows your location," Gwen reasoned. Immediately, her eyes widened from a stunning realization. "Or should I say _our_ location."

"And did you see how quickly Fowler backs down from a bot? The 'Cons will totally make him squeal" Kevin added.

"But we lost the transmission! Fowler could be anywhere." Bulkhead argued.

Gwen hummed in thought as she looked down at the floor for a moment. Suddenly, an idea popped up inside the auburn girl's head.

"Hmm…maybe not," Gwen continued. "I can use my powers to track Fowler's mana signature and get a hold on his location".

A shocked expression grew on Bulkhead's face as he stared at the Anodite girl. "You can do that?"

Kevin turned. "Yup. She's pretty much an expert on tracking people. It makes finding bad guys a whole lot easier".

"Ditto" Ben agreed.

Gwen inhaled deeply before slowly exhaling in a relaxing matter. She closed her eyes as she concentrated on activating her powers. When she reopened her eyes, instead of being green, they were glowing pink. Gwen could feel the mana, the life energy, flowing around her.

She scanned through the various mana signatures across the vast region of Nevada, searching for one person particular. At least ten seconds passed by before Gwen's eyes returned to normal. The mana user turned to her friends with a smile.

"Got him".

Later, Gwen supplied Bulkhead with the coordinates of Fowler's location. With the help of Kevin, he was able to enter it in the computer. Bulkhead simply doesn't understand computers, Cybertronian or human. He's better at breaking things.

The green titan pulled down the lever, causing the groundbridge tunnel to sparkle to life in a vortex of blue and green.

"Anything we can do to help? I mean, we could be back up." Ben offered.

"No, it's too risky," replied Bulkhead. "You guys wait here".

"Aw come on!" Kevin complained, clearly not happy about being side-lined.

Just before Bulkhead walked into the portal, he turned around to face the trio. "Uh…B-Ben you're in charge" He complied as he ran forward, disappearing into the greenish-blue light.

"Oh, you are not bossing me around" Gwen stated as the portal disappeared.

"Noted," Ben replied with a smirk. "So… I guess we three have the run of the place?"

Ben was expecting Kevin to make some remark or quip then but was surprised to not hear him. He looked around the human area and quickly noticed that the half Osmosian was nowhere to be seen.

"Kevin?" Ben called out.

Gwen glanced around, also realizing that Kevin was gone. After seeing that he was nowhere in the command centre, Gwen began to assume where the Osmosian had run off to. Just to be sure, she scanned the base for his mana signature, only to find that he was not here.

Ben glanced over at his cousin, hoping she had an answer. In response, the red-haired girl looked at him with a knowing look. It didn't take long for him to realize where Kevin had disappeared to.

"He didn't?"

"Oh yes, he did," Gwen confirmed, as she narrowed her eyes in anger.

* * *

 **Nevada Desert**

Out in the Nevada terrain, a sudden vortex of green and blue opened up at the bottom of a deep, wide canyon. Sprinting out of the portal was the buff, rotund form of Bulkhead. After jumping out of the portal, his metal feet slightly shook the sandy, rocky ground.

The groundbridge disappeared as he stepped forward. He turned his helm right to left, looking for any signs of an aircraft wreck or Fowler.

"Fowler?"

Suddenly, Bulkhead spotted something he had hoped he wouldn't see. Parked across the gorge was the _Nemesis_. Multiple Vehicon troopers were guarding the perimeter of the dark warship. He quickly took cover behind a massive boulder, hoping none of the guards had seen him or the groundbridge portal.

"Alright," A familiar voice whispered out.

Startled, Bulkhead turned to the left to see Kevin taking cover behind a boulder across from him.

"What's the plan, big fella?" He asked, a confident smile adorning his face.

"Kevin?!"

Before Bulkhead could say anything else, he then noticed a Vehicon appear out of nowhere and approach Kevin's position.

"Kevin, get down!"

Kevin stared at him confused before glancing up, only to see a slender, bipedal robot shift its lower right forearm into a blaster and aim it directly towards him.

"Not my best idea," Kevin admitted inaudibly.

Just as he heard the sounds of the weapon priming, Kevin leapt out from behind the boulder just as the energy discharge reduced it to pebbles. Quickly, the young Osmosian ran towards the ankle of the Vehicon and touched its armour.

Focusing on his abilities, Kevin's entire form was covered in strong, durable mauve armour in a rapid motion.

"HI-YAH!" Kevin used his powers to jump over twenty feet in the air and delivered a wicked haymaker in the face of the Vehicon. The force behind the blow sent the drone stumbling backwards.

Before Kevin could continue his attack though, Bulkhead ran into the action and tackled the Vehicon to the ground. The green warrior grabbed hold of his opponent's servos and pinned them to the ground. Seeing his opportunity, Kevin sprinted forward and morphed his right hand into a sledgehammer.

"Hold him still!" barked Kevin.

The onyx haired brute came down hard with his hammer upon the Vehicon's head. The sounds of metal on metal echoed inside the canyon as the drone's head was promptly reduced to scrap. Bulkhead rolled off the dead Decepticon and got back to his feet.

He stared at Kevin, surprised by how strong he was and the fact that he could morph his arms into tools. "Not bad" he admitted, clearly impressed.

"Hope that convinced you that I'm not a helpless human," Kevin replied. "Me and the others can help you guys".

Bulkhead stared at the rocky ground for a moment, thinking it over. He didn't want to put their new human/alien friends in danger. However, they (or at least Kevin) proved that he could handle himself, even if it was just against a Vehicon trooper.

But what surprised the former Wrecker was by how quickly Kevin responded. It was obvious that Kevin has been in dangerous situations before and knew what to do. Weighing his options, Bulkhead came to a decision.

"Alright Kevin, you got me. You can come with".

Kevin grinned victoriously as he fist-pumped. "Yes!"

"But… if you're gonna run with a Wrecker, you're going to fight like a Wrecker."

"So basically, we smash anything that comes in our way?" implied Kevin.

Bulkhead smirked. "Pretty much,"

"Oh, that… I can definitely do," He grinned as he formed a metal hammer with each hand

"Alright… just give me a moment to contact Arcee and Bumblebee and we'll be on our way".

* * *

 **Autobot Outpost**

Ben was leaning back in a rolling chair (near the human computers) with his hands behind his head, and his feet propped up on the railing. He watches his fiery-haired cousin pace back to forth, with obvious scorn, and her hands balled up into fists.

"I can't believe he would do something so reckless, so immature, so… so…" Gwen paused, too angry to think of another word.

"Really?" Ben said sceptically. "We are talking about the same person, right?"

Gwen turned to face her cousin, placing her hands on her hips, and glaring at him with a serious expression.

"Ben this is serious! Kevin is out there and Bulkhead may not even know he followed him".

Ben stared at the auburn-haired girl dubiously. "You're worried about Kevin? Puh-lease… I took down one of those Vehicons easily. And I just thrashed over eighty of them in the SAFE this morning. He'll be alright."

"I'm not saying Kevin can't handle himself, but there's bound to be a lot of those Vehicons out there. The odds are stacked against him and Bulkhead. We need to go out there and back them up." argued Gwen.

Ben stared in the other direction, mulling over Gwen's logic. She did have a point. There's bound to be a lot of Decepticons out there. It would be best to go out there and lend a hand… just to be on the safe side. Anyways, it would make their job in rescuing Fowler a lot easier.

"Okay, okay I can see your point" Ben conceded as he arose from his chair.

A victorious smile appeared on her face. Gwen proceeded to the computer monitor by Ben and started typing frantically.

"Hmm… their destination coordinates are still locked in" noted Gwen.

"Alright, let's get out there".

She typed in a few more commands. As a result, the lever on the groundbridge terminal went down as the colourful portal came to life. Gwen used her powers to manifest a mana stairway from their position on the platform to the groundbridge tunnel. The two cousins quickly sprinted down the pink panels.

When their feet finally touched concrete, they looked at each other and nodded before proceeding into the groundbridge. Unbeknownst to them, Arcee's voice sounded through the intercom from her com-link.

" _Base, we need a bridge"._

She received no reply.

" _Ben? Ben, listen up! We need you to bridge us back"._

Again, there was only silence.

" _Hello?"_

* * *

 **Nevada desert**

Upon jumping out of the groundbridge, Ben and Gwen studied their surroundings. They appeared to be at the bottom of a deep, rocky gorge.

"Ugh…are your bones vibrating?" commented Ben as he held his head.

Before Gwen could reply, their attention was suddenly grabbed by the giant form of the Nemesis, parked inside the canyon. They stared at the ship for a moment and were quite impressed by the sheer size of the ship. But considering that it does house giant, transforming robots it would need to be large. Nevertheless, it was an awe-inspiring and terrifying sight to look at in total.

"Okay…I bet it's safe to say that the Fowler, Kevin, and Bulkhead are in there." Gwen said.

All of a sudden, the duo felt the ground shake repeatedly beneath them. Almost like footsteps. They turned around, only to be greeted by the sounds of weapons priming as two Vehicons aimed their blasters straight at them.

With quick reflexes, Gwen manifested a rectangular mana shield in front of her and Ben just as the two troopers fired their blasters. The Energon discharges bounced off the pink shield. However, the pink panel was beginning to crack under the force and Gwen was starting to struggle to keep it up.

Ben tapped the Omnitrix faceplate and scrolled through his transformation library. He then spotted the head icon of one of his veteran forms, one that can deal with machines like these Vehicons. With a grin on his face, Ben selected the icon, allowing the core to pop out before slammed it back down.

A blinding emerald light enveloped his body, causing the Decepticon troopers to stop firing, having to turn away from the bright green light.

" **Upgrade,"** A metallic voice shouted out as the light disappeared.

Standing in Ben's place was a black and green humanoid looking being standing at six feet tall. The front of its arms, its neck and head, and back were all black and covered in green circuitry while the rest of it (mainly its front body) was white. It had no face or mouth, just a single green circle. A circular disk with a green hourglass symbol was present on its chest.

The two drones glanced at each other for a moment before returning their attention back to black/green being and a red-haired human female. Upgrade grabbed a hold of the top of the mana shield and used it to slingshot himself forward. He landed in front of the twenty-foot-tall Vehicons and got in a fighting stance.

"So… who wants to go first?" The Galvanic Mechamorph taunted as he balled his fists.

In response, they both brought up their blasters once more and aimed them directly at Upgrade. In a swift motion, Upgrade leapt forward at the nearest Decepticon drone to the right. Before the Vehicon could counter-attack, Upgrade's body became more blob-like as he splattered against its chassis.

The black and green goo spread through the Vehicon into every open seam and getting inside its structure. The second Vehicon watched in confusion as its comrade was suddenly covered in what looked like black tar, but with emerald circuit patterns over it.

Instead of the single red slit visor, Upgrade's green circle lay on the faceplate. Now, the Vehicon was mostly onyx while the seams, joints, and visor glowed green. The Omnitrix dial was present on the Vehicons upper left arm.

The upgraded Vehicon turned around and glared at the other Vehicons shortly. Unexpectedly, Upgrade/Vehicon shifted his right blaster back into a servo before deploying his left blaster. However, this one appeared much larger, more cannon shaped, and more advanced. He aimed it straight to the other 'Con's spark chamber and fired.

The drone collapsed to the ground dead as the powerful blast of an emerald shot straight through its chassis. Upgrade/Vehicon then looked back to Gwen, who was staring at him slightly awed.

"You can bind with Cybertronians as Upgrade?" asked Gwen.

"Yeah… but don't forget that this is only a drone. I don't think I could merge with a _real_ Cybertronian" Upgrade/Vehicon spoke in a metallic voice.

The duo then turned back to look at the _Nemesis_ , still hovering stationary across the canyon. Only three more things to do now: storm the Decepticon warship, find and rescue Fowler (while also looking for Bulkhead and Kevin), and get the heck out of there.

"Let's do this," Ben said determinedly.

Concentrating on his abilities, the parts of Upgrade/Vehicon's body shrunk down and shift. In a second time, he had transformed his body into a black sports-car with green highlights. It looked similar to the same Vehicon alt mode, only looking more aerodynamic, smooth, and high-tech.

Ben opened the driver's side door, allowing Gwen to get in. Upon getting in she fastened her seatbelt as she marvelled at the interior of the car. Just like the outside, the interior was mostly black with green trim. A computer screen was positioned at the front with other high-tech gadgets.

"Nice Ben".

"Yup. Nothing like a little 'Upgrade' to make things better" Upgrade/Vehicon commented through the console.

Without warning, Ben shifted into gear and accelerated forward. Gwen held onto her seat as Upgrade/Vehicon increased his speed to over eighty miles per hour and climbing. The auburn-haired girl quickly spotted the other Vehicon drones in front of them, guarding the perimeter.

They were four in total at the moment as they immediately spotted the duo and formed a line of defence in front of the _Nemesis_. They deployed their blasters and took aim.

"Ben" A wary Gwen warned.

"I see them".

All of a sudden, a couple of panels at the front of the hood shifted backwards as two Energon torrents sprung out. Before their adversaries could attack, Upgrade/Vehicon unleashed a barrage of emerald energy blasts upon the four Vehicons.

The powerful discharges created butchered through their spark chambers, immediately off-lining them. Upgrade/Vehicon and Gwen speedily passed by the dead drones as they drew closer towards the _Nemesis_. Gwen observed closer and could see no visible hatchway at the bottom of the ship. She figured they may have to somehow get to the top of the ship until she had a sudden idea.

"Hey Ben, you have access to the Vehicon's processor, right?"

"Yeah, why?" Upgrade/Vehicon queried.

"Do you think you can access the location of any hatchways on the ship?"

Ben paused for a moment as he scanned through the drone's processor while keeping a steady course. He discovered that there was indeed a hatchway at the bottom of the ship, and he also had access to a code that could allow him to open it.

"I sure do. Good thinking, Gwen" he praised.

A few more Vehicons appeared in front of them, intending to destroy them. However, Upgrade/Vehicon used his hood torrents to easily off-line the remaining troopers outside. As they drove up under the ship, Ben stopped as they were in the right position, according to the files on the Vehicon.

He opened up the door, allowing Gwen to exit from inside his cabin. When she was, Upgrade/Vehicon transformed back into bipedal, robot mode.

"Fingers crossed this works," said Ben.

Ben submitted an access code to the ship, but nothing happened for a moment. Suddenly, metal electric whining noises could be heard as a long, hollow yellow tube extended from the bottom of the war-vessel. When the tube finally touched the ground, a pair of sliding doors opened up. After they stepped in, the doors closed as the elevator went back up, back inside the _Nemesis_.

When the elevator stopped, the sliding doors opened once more, allowing them to step into some dark, dimly lit room. Upgrade/Vehicon paused for a moment as he studied the map of the _Nemesis_ via the Vehicon's processor. He scrolled past the lists of multiple rooms until he discovered one particular room: the brig.

He examined the map for a second and immediately knew how to get there.

"I found the location of the brig. It's a safe bet that Fowler is in there. Hopefully, we'll come across Bulkhead and Kevin on our way" Upgrade/Vehicon notified.

Gwen nodded in understanding. She then closed her eyes as she concentrated on the mana around her. After a couple of seconds, she could definitely sense Fowler's mana on board the ship.

"Well, he's here on the ship. I'll let you know when we get closer to his position" Gwen replied.

Ben nodded.

Again, Ben shifted back into his sports-car mode. After Gwen jumped in, he closed the door and zoomed out of the room and into the long corridors; blasting any opposition in his way.

* * *

 **Elsewhere aboard the** _ **Nemesis**_

Kevin leapt into the air and delivered a roundhouse kick into a Vehicon. The forceful kick sent the drone stumbling backwards into its comrade. It served enough of a distraction for Bulkhead to run forward and slam his mace into both of their visors. A sickening sound of metal clanking could be heard as their helms were crushed.

After taking care of those two Vehicons, Bulkhead and Kevin proceeded down the hallway. Kevin's body was covered in green metal that he had absorbed from Bulkhead's armour. He figured since Bulkhead's armour was stronger than the Vehicons, it would be a better choice to go with.

As they continued running down the passageway, four more purple/black drones appeared from an intersection up ahead. They deployed their blasters and took aim on the green Autobot and Osmosian teen, causing them to stop in their tracks.

"Halt!" One of the drones shouted.

"Bulk, throw me!"

Bulkhead looked at him unsurely. Seeing the hesitation on the Autobot's face, Kevin gave him a confident smirk.

"Trust me."

Despite his uncertainty, Bulkhead picked up Kevin and threw him towards the four Vehicons. In mid-air, he morphed his hands into big fists with long spikes on his knuckles. They took aim and fired upon the incoming Kevin, but their blasts barely scratched his armour.

Once he was within range, Kevin reared back and punched the nearest Vehicon's head clean off. Energon spewed out from its shoulders as it fell to the floor with a thud. When his feet hit the ground again, he turned to his right to see the barrels of two blasters being pointed at him.

As the weapons primed up, Kevin quickly shifted his right forearm into a long katana blade. He leapt into the air again and sliced the arm of one of the Vehicons. He then used its chassis as a springboard and jumped to the second one. Rearing back his blade, he stabbed it straight through the spark chamber, before the drone could even perceive what happened.

"Man, I love this armour!" Kevin exclaimed happily.

As the drone collapsed dead, he heard the sounds of Bulkhead's mace connecting with the other two robots behind him. In seconds' time, they had easily taken out four Vehicons, and before that, they dismantled at least ten. However, they are still a lot more roaming the ship and they still needed to find Agent Fowler.

Hopefully, when Arcee and Bumblebee get here it'll be smoother, at least… that's what Bulkhead hoped for. Bulkhead and Kevin continued running down the corridor, the former making sure to keep his pace similar to the latter.

"Those Vehicons aren't much for fighting, are they?" said Kevin.

Bulkhead turned and replied, "They're more expendable than anything else".

All of a sudden, at another intersection up ahead, they could hear the sounds of multiple blaster fire coming down a hall perpendicular to theirs. Bulkhead and Kevin got close to the wall as they approached the crossway cautiously. Bulkhead shifted his right servo into an Energon cannon as Kevin morphed his into a spiked mace.

As they peaked their helms around the corner, they saw an unexpected sight. Lying on the ground were at least seven Vehicons, each with gaping holes in their spark chambers. Smoke billowed off their forms as puddles of Energon leaked from their corpses. But the next thing was what really made their brows furrowed.

Standing above the dead Vehicons was another Vehicon! However, this one looked different than the others. This one was coloured primarily black and had unusual emerald circuit patterns around its body; the seams, joint areas, and visor were a vibrant green as well. It had its right blaster deployed, although his weapon looked far superior and high-tech than the average Vehicons.

As Kevin observed the automaton longer, he noticed something that immediately caught his eye. Positioned on the Vehicon's upper left arm was a dial with a familiar green hourglass symbol.

"Ben?" Kevin asked.

Bulkhead, who didn't hear Kevin's comment, stepped out from behind the corner with his cannon aimed straight at the black and green Vehicon. Seeing Bulkhead aim his blaster at him, Upgrade / Vehicon threw up his servos in a placating motion.

"Woah, Woah, friendly, friendly!"

Although it had a metallic undertone to it, Bulkhead did recognize that voice. His cerulean optics went wide from this unexpected surprise.

"Ben?! That you?!" inquired a stunned Bulkhead.

"Yeah, it's him." A feminine voice answered.

Bulkhead and Kevin looked towards the ground to see Gwen in her tight jeans, red shirt, black vest and her hair tied in ponytail stepping out from behind a dead Vehicon. Bulkhead lowered his blaster and shifted it back into a servo.

"Gwen?! What are you and Ben doing here?" Kevin asked, he then returned his attention towards Upgrade/Vehicon. He looked on in bewilderment. "And… what's Ben supposed to be? Is that his Autobot form or something?"

Gwen was exasperated. "No, Ben went Upgrade and merged with a Vehicon."

"Upgrade?" Bulkhead raised an optic brow.

"Upgrade is basically a techno-organic being that can bind with machines and make them better" Upgrade/Vehicon explained.

"Not a bad strategy," Kevin then turned to Gwen. "But still… why are you and Ben here?"

Upgrade/Vehicon and Gwen stepped closer, the latter giving her boyfriend a scornful glare.

"What are _we_ doing here? What are _you_ doing here, Kevin?" demanded Kevin.

The green armoured teen gulped at the sight of his angry girlfriend. He stuttered for a moment as he tried to find his words. "I… I…. uh… was tired of being forced to stay back at the base while the 'Bots hog all the action. So… I…"

"You made a break for it when none of us was looking and followed Bulkhead through the groundbridge" Ben finished.

"Right… what he said." Kevin smiled sheepishly.

Gwen crossed her arms over her chest as she continued to give him an angry glare. "Kevin Ethan Levin you and I are going to have a serious talk when we get back to base".

"Yes, ma'am," Kevin said, staring at the floor. He was in for it now.

"Ethan? Your name is Kevin E. Levin?" Bulkhead smiled, on the verge of laughing.

"Yeah, I had that same reaction when I found out" Ben chuckled.

"Will you stop telling people that!" Kevin said to Gwen.

With the greetings behind them, Ben returned back to being serious. "Alright, you two can argue and make up later. Right now, our main priority is finding Fowler and getting the heck out of here."

"Problem is…how are we gonna find Fowler in this maze?" asked Kevin.

"Got it covered. I can sense his mana, he's in the brig," answered Gwen.

"Which way?" Bulkhead inquired.

"I know the way. Follow me" said Upgrade/Vehicon.

Ben got at the front of the group with Bulkhead, Gwen, and Kevin tailing him. He led them down multiple passageways and around countless intersections. Along the way, they took out at least twenty Decepticon troopers. They didn't have time to attack as an onslaught of punches from Bulkhead and Kevin, mana attacks from Gwen, and Energon fire from Ben quickly reduced them to scrap.

As they continued down the corridor, Gwen immediately stopped as her powers picked up on something.

"Hold on guys!" She yelled.

Bulkhead, Kevin, and Upgrade/Vehicon deceased running and stared at her confused. Why did she stop? Kevin and Ben got their answer as her eyes illuminated vibrant pink.

"I'm picking up two spark signatures around the bend up here" replied Gwen, pointing to crossway ahead of them. Gwen wasn't quite sure who's they were though, she hasn't had any experience in tracking and identifying Cybertronian sparks.

Bulkhead nodded as he deployed his cannon blaster. He got closer to the wall as he inched his way to the corner, his blaster up and ready while doing so. When he reached the intersection, Bulkhead hastily peaked around the corner with his gun up and primed to fire. Upon turning the corner, he found the barrel of another Energon blaster aimed at him, but from a lower angle. The weapons itself was attached to a slim, blue femme.

"Friendly," Arcee cried out.

"Hello".

Arcee let out a sigh as she and Bumblebee stepped out from behind the corner and into the crossway. She then noticed Gwen and Kevin standing behind Bulkhead. But what really grabbed her optics was a black and green Vehicon that appeared more advanced than the others. The femme was about to draw out her blasters again until she noticed the Omnitrix symbol on its left arm.

"Ben, is that you?" Arcee asked.

"Yep, it's me," replied Ben in a metallic voice. "I transformed into Upgrade and merged with one of the troopers. Before you ask, Upgrade is able to bind with machines and make them more advanced".

Arcee nodded in understanding, before refocusing on the task at hand.

"We need to find Fowler and retreat back to base before the 'Cons can counter-attack," advised Arcee.

"We already know where he is. He's in the brig." Upgrade/Vehicon replied.

* * *

 **The Brig**

The brig was a large room by human standards. To Cybertronian standards, it was average-sized. The only light source was a blue light shining down in the centre of the room. Below the light was a middle-aged, African-American man wearing a blue suit and pants, white dress shirt, and a tie. Both of his arms are chained as he was suspended about fifteen feet off the ground. Dark marks can be seen on his pants, shirt and face.

Special Agent William Fowler was on the borderline of unconsciousness. The Energon prod from Starscream's torture secession had really taken a number on him. His body was weak and numbed while he struggled to keep just his eyes open.

"My dear Agent Fowler," said Starscream, as he stepped out of the darkness with a smug grin adorning his face. "You do realize that the Autobots have abandoned you".

Fowler slightly brought up his head but was still in a daze. Starscream chuckled, taking pleasure in this human's pain.

"I am the only one you can rely upon now. So, tell me what I want to know… or" Starscream brought up his prod. Purple sparks formed in-between the fork for emphasis. The seeker turned the torture device closer to Fowler's torso.

"P-please… no more…" Fowler muttered weakly, trying to avoid the prod. "Top secret… government base,"

Starscream grinned sadistically, seeing that he was now coming closer to his goal. "Go on,"

Suddenly, the faint sounds of blaster fire could be heard coming from the hall. Starscream and the two Vehicons turned to the door confusingly. After a short moment, the arrogant SIC of the Decepticons brushed it off as he returned his gaze to Fowler.

"Yes?"

"In the old steel mill… or was it under that… carnival funhouse?" Fowler smirked.

Starscream growled as he stabbed the Energon prod into the agent's gut. Fowler's body jerked rapidly as electricity flowed into his nervous system. Starscream kept it there longer than needed before pulling it away, leaving an unconscious Fowler to hang from the chains.

Starscream vented angrily as he turned around. "One of you, find out what is going on out there!"

The two Vehicons by the door speedily ran out of the room and into the corridor.

…

Just as they made their way down the hallway, out of nowhere, a squadron of ten Vehicon appeared from the hallway in front of them. The squadron formed a line of defence as they brought up their blasters, aiming at the multi-raced team.

"Scrap," Arcee cursed.

Without warning, the drones fired a fusillade of crimson energy blasts at the six intruders. But Upgrade/Vehicon's now superior processor allowed him to spot a single stray Energon blast heading for Arcee. In turn, Ben quickly ran towards the femme and pushed her to the side, receiving the full brunt of the blast in his mid-section.

Ben cried in pain as the energy projectile sent him flying past Bulkhead, Gwen, and Kevin and into a wall with an audible thud. Upgrade/Vehicon leaned up against the wall, Energon spilling out from his torso, and smoke billowing off his form. Finally, his green circle flickered before it finally went dark, whilst his body became limp.

"Ben!" The five cried in unison.

Seeing his body go dark caused something to snap inside the blue femme. Arcee glared at the Vehicons, gritting her teeth. She then let out a battle cry as she deployed her blades and charged at the nearest Vehicon with a newfound rage. Bulkhead and Bumblebee followed as they deployed their Energon blasters and began firing upon the troopers.

Meanwhile, as Bulkhead, Arcee and Bumblebee attacked the Decepticon squadron, Kevin and Gwen rushed over to Upgrade/Vehicon's motionless form.

"Ben! Talk to me! Ben?!" Gwen panicked, fear evident on her and Kevin's expressions.

A moment later, black and green goo started seeping out of the Vehicon body and onto the floor. Kevin and Gwen watched as the last of the onyx and emerald blob leaked out from the dead Decepticon's body, and began to reform into a humanoid shape. A couple of seconds later, Upgrade stood before the duo completely unharmed. He taps the Omnitrix dial, in a flash of green light, Ben returns to normal.

The brunette grabbed his stomach and slightly grunted. "That hurt" He noted.

"You okay?" asked a concerned Gwen.

Ben nodded. "I'll be alright,"

"Good. Then let's get back to the task a hand" Kevin responded.

Kevin morphed his hands into giant, spiked fists as Gwen lite up her palms with mana. Ben pulled up his sleeve to see the Omnitrix was still in the green. One of the things he liked about the new watch was that it could keep him in alien form for up to forty-five minutes.

Another bonus was that if he used up his forty-five minutes, it only required a few minutes to recharge. If he transformed back to human before his forty-five minutes was up, it only needed thirty seconds to fully recharge. It was just one of the many things why Ben was grateful to Azmuth for giving him in this new Omnitrix.

He tapped the black faceplate and began to hastily search through his transformation playlist. After finding the one he wanted, he pressed the head icon on the holo-ring. As a result, the faceplate slid back, allowing the core to pop out. Ben reflexively slammed down the dial, causing another flash of emerald to light up the dark hallways.

" **Cannonbolt,"** A guttural voice exclaimed.

Standing in Ben's place was a hulking, broad-shouldered being with natural yellow rounded armour on the back of his arms, shoulders, back, and the side of his legs. The skin in-between the plates are black while the rest of his body (mainly the front) was white. A single black line stretches from his black head and stops between his green eyes.

Cannonbolt stared at the battle and could see the Autobots had already killed six of the original ten Vehicons. But he could see five reinforcements rounding the corner.

"Let's roll," quipped Cannonbolt as he rolled up into a yellow sphere with black trim.

He rolled in place for a second, gathering speed and momentum, when he got enough, the Arburian Pelarota shot forward like a cannonball. Before the five drones could take aim on the team of Autobots and human/alien hybrids, they spotted a large yellow sphere coming straight for them.

They had no time to react as Cannonbolt hit the Vehicon in the centre and rammed him into a wall with a loud thud. In the process, the metal wall was dented as the Vehicon in-between was crushed, Energon pooling out of the open wounds.

The four Vehicons trained their blasters on the yellow ball and started firing. Even the combined blaster fire of the drones had no effect on Cannonbolt's hard exo-shell. Ben rolled forward and jumped into the air, slamming into them.

Arcee used her forearm blades to promptly slice off the heads of any Vehicon she encountered. She showed the limited drones no mercy at all. Bulkhead and Bumblebee simply aimed at their spark chambers and fired, off-lining them as a result.

Gwen discharged a flurry of pink mana attack upon the Vehicons, surprisingly; the mana did sear their armour. However, it wasn't causing the kind of damage she was hoping for. But it did distract them long enough for Kevin to jump out and smash them with his spiked fists. After punching the helms clean off of one, he used their chest as a springboard and leapt onto the shoulders of another.

Kevin balled up his fists as he brought them down hard on the Decepticon's head. It collapsed to the floor as its head was quickly crushed by the strong force. In three minutes time, the group had managed to slaughter over fifteen Vehicons.

They gathered up at the intersection, the 'Bots shifting their weapons back inside their bodies, while Cannonbolt unrolled from his sphere form. Arcee glanced at Ben and was relieved to see he was okay.

"Ben, you alright?" She asked.

"Arcee… were you worried about me?" Cannonbolt grinned.

The femme looked away sheepishly and embarrassed. "N-No! It's just… I wouldn't want Optimus to find out that you got hurt or killed on my watch".

Ben continued smiling, he could see right past her lie. The proof was there on her face. "Sure… just keep telling yourself that".

"Hate to spoil the moment, but we really need to get going before they send more reinforcements," Kevin advised.

"Agreed," Arcee said.

"I remember the way. We go down this corridor, take a right at the third hallway, go down that one and make a left at the second corridor, and the brig should be the room at the end of the hallway on the right." Cannonbolt explained.

The team nodded in response. They continued down the dark passageways, following Ben's directions. Almost surprisingly, they encountered no Vehicons on the way. But to Team 10's confusion, Arcee stopped mid-way.

She gave Bumblebee a hand signal as she approached a random door. With 'Bee and Arcee on both sides of the frame, they allowed the doors to slide open. Immediately the two Autobots charged in and open fired on the Vehicons inside.

In short time, Arcee and Bumblebee killed the few Decepticons in the room. Bulkhead, Cannonbolt, Gwen and Kevin followed them inside, all confused as to why they were stopping here.

Arcee turned to the super-powered trio. "Wait here,"

They looked at her blankly, especially Ben and Kevin.

" **Why are we leaving them here? They can help us!"** Bumblebee whirred.

"They're slowing us down and we can't risk them getting hurt. Besides, we three can rescue Fowler," Arcee replied, referring to her, Bee, and Bulk.

"But you might need back-up! Let us come with!" argued Cannonbolt.

"No! Now stay put! We'll come back for you once we've rescued Fowler" Arcee ordered, deploying her right blaster.

Taking the lead, Arcee led Bumblebee and Bulkhead out of the room and down the corridor. The sliding doors closed shut as they left, leaving the trio to stare at the door before they looked at each other.

"I can't believe they left us!" Kevin yelled, clearly not happy about being side-lined again. "Didn't we just prove that we can help them?!"

"Apparently not," Cannonbolt retorted sourly. He too was not happy about being left behind when he and his friends surely could've helped.

Gwen, in response, pinched the bridge of her nose and exhaled a frustrated sigh. "Will you two let it go? They don't want us to get hurt, what's wrong with that?"

"I appreciate they don't want us to get harmed. But Gwen we're not helpless; we've been fighting aliens, robots, and other things for a long time. It's gonna take more than crappy made Vehicons to hurt me" Kevin replied.

"We haven't been fighting them as long as they have, Kevin. We're up against an enemy we don't yet understand" She reasoned.

As the couple argued, Cannonbolt stepped away from them and examined the room. There were monitors and computer terminals on every wall, meaning that this was some sort of technical room. As he observed his surroundings, a huge monitor to his left caught his attention.

Cannonbolt stepped closer to get a better look at the giant, purple-reddish screen. There appeared to be some sort of diagrams and unknown writing depicted on the monitor. He lifted up his right hand and once again, slapped the Omnitrix dial. In a familiar flash of emerald, Cannonbolt transformed back to Ben.

"Hey guys, come check this out!" shouted Ben.

Gwen and Kevin deceased their prattling as they approached him. Ben pointed to the monitor that depicted diagrams and a series of unknown scribbling.

"Any ideas what it is?" The green jacket-clad hero asked.

Kevin took a step closer as he analysed the equation, rubbing his chin in thought. After a moment of studying it, he realized that this writing was indeed significant.

"I'm not sure… but it's important. Real important," Kevin replied

Ben looked at him disbelievingly. "How can you tell?"

"Kevin's, right," added Gwen. "I know math when I see it… and this is one serious equation."

"We need to get this to Optimus" Kevin suggested.

"Good idea, but how? This is alien tech. It's not like we can plug in a flash drive and download it" Ben mentioned.

Gwen held her chin in contemplation, trying to figure out a solution. Suddenly, her powers activated as her eyes illuminated pink. Curious as to why her powers came on, she traced for the disturbance. She detected over five spark signatures drawing closer to their room. But Gwen knew that they weren't Autobot sparks, theirs felt warmer…these sparks were cold.

"Guys, we've got company" Gwen warned.

Right on cue, the doors slid open as five Vehicons stepped into the room. Upon entering, they stopped as soon as they noticed a few dead troopers scattered across the room. They looked from right-to-left and paused when they spotted Ben, Gwen, and Kevin.

"Intruders! Destroy them!" A Vehicon shouted.

All five deployed their blasters, trained them on the trio, and released a barrage of crimson energy blasts. Gwen hastily summoned a rectangular mana shield to protect them. As the onslaught continued, a few cracks began to form and spread on her shield.

"Guys," Gwen said fearfully.

"On it," Kevin said.

Still covered in Bulkhead's armour, the Osmosian teen leapt on top of the mana shield and used it as a springboard to fire off at Vehicons. In mid-air, Kevin morphed his hands into spiked maces and slammed it into the chassis of the nearest drone, denting its armour in the process.

Meanwhile, Ben quickly activated the Omnitrix. Not bothering to scroll, he selected the first head icon in the box. When the core popped out, he slapped it back down. Another emerald light engulfed the room.

" **Swampfire,"** A stuffy, nasally voice called out.

In the wake of the green light, was a seven-foot-tall being that looked like a humanoid plant. Its body was overall green and black along the shoulders and the side of his chest. It has a flame-patterned head, red pedals on its shoulders that also extended down his arms and long yellow fingers. He had slender legs that became thicker towards his feet and had green spikes extending from his knees and his toe area. The Omnitrix was located on his stomach.

 **(A/N: Swampfire has his Omniverse design)**

Swampfire examined himself for a short second. "Hmm… I was hoping for Lodestar but I can work with this."

The Methanosian sprang into action as he ran around Gwen's shield. The three Vehicons that weren't being attacked by Kevin focused their attention on the humanoid plant. However, they soon learned that their blasts had no ill-effect on Swampfire. Any injury inflicted immediately healed over.

Ignoring the blasts passing right through him, Ben got within firing range and discharged two streams of methane fire at the three drones. They stumbled back from the flames. Swampfire ran forward, jumped into the air, and then delivered a powerful right hook into the visor of the nearest Vehicon.

The Decepticon went flying backwards and crashed into the wall. A dent was noticeable on its helm and there were multiple cracks on its visor. It looked up to see Swampfire standing on its chest, with his palms expelling fire. Swampfire was about to punch the robot's head clean off until he heard the sounds of blasters priming behind him.

Gwen, meanwhile, let down her shield as she charged her hands with mana. She spotted two Vehicons closing in on Ben's position. The Anodite teen discharged a small fusillade of mana at the two drones. The searing pain in their armour prompted them to turn their gaze on Gwen.

It distracted them long enough for Kevin to jump out of nowhere and slam a hammer into one of their heads. Before the last remaining Vehicon could counter-attack, it was blown backwards from a stream of fire. The purple / black robot staggered for a bit before it regained its bearings.

Nevertheless, any hope of attacking was destroyed as Swampfire amazingly leapt over twenty feet in the air, all the way towards the Vehicon's position. Rearing back his right fist, Swampfire easily punched the drone's head off of its shoulders, letting it fall to the floor with a thud.

Swampfire, Kevin, and Gwen gathered back up in the centre of the room. Kevin and Gwen were trying to catch their breath, unlike Ben whose stamina was much higher as Swampfire.

"And she thought we'd be safe here?!" Kevin whined.

"Let it go, Kev. Besides, we handled ourselves all right" Swampfire replied.

"So far," They both turned to face Gwen; her eyes were glowing pink again as she focused on her abilities. "We've got at least ten Vehicons coming fast".

"How long?" asked Ben.

Without warning, the doors slide open again as ten Vehicons stormed into the room. They quickly formed a tight circle around the trio as they aimed their blasters at them. Team 10 formed a triangle, with their backs facing each other.

"Uh… never mind," Swampfire said.

Hearing the sounds of their guns priming, Swampfire and Kevin balled their fists as Gwen's hands charged up with pink, glowing mana. Ben narrowed his green eyes in irritation and disdain at the amethyst coloured robots.

"Let's trash 'em," snarled Ben.

"Okay by me," Kevin grinned.

Immediately, the Osmosian sprinted forward and sent a roundhouse kick into the nearest 'Con. The rest fired their blasters; however, Gwen formed a cylinder-shaped shield around her and Ben. Swampfire surveyed their current predicament further.

He realized that they were now in hot water with this blaster firing coming from every direction. Swampfire wasn't too worried since he could instantly heal, but Gwen and Kevin were another matter. Seeing as how his cousin was beginning to struggle to keep the shield up, Swampfire decided to take action.

Still, to take down these nine Vehicons (not counting the one Kevin is engaged with) Ben realized he was going to need something with a little more power.

"There's a time to go Hero, and there's a time to go Ultimate!" Ben shouted, slapping the Omnitrix dial again.

Four prongs popped out from the disk as another green flash filled the room as an evolutionary surge coursed through Ben's body.

" **Ultimate Swampfire,"** Ben bellowed in the same nasally voice.

Standing there was a nine-foot-tall being that looked like a humanoid tree. Its body was composed of dark brown, petrified wood looking skin. It's back looked hunched over as it contained three blue, gooey shells. Its face was a darker blue, appeared to be flame-shaped, and positioned inside another blue shell at the front. Three blue pods were situated on top of both of his forearms.

Ultimate Swampfire used his powerful legs to jump clean over Gwen's shield. As soon as his rock-like feet touched the floor, he brought up his hands and discharged a powerful burst of azure fire. The powerful blast sent four of the Vehicons in its path flying backwards. They collided with the wall on the opposite side of the room hard. Blue smoke wafted off their melted forms as they were quickly off-lined.

"Oh… now we're talking!" Ultimate Swampfire commented.

* * *

 **The Brig**

Starscream and a single Vehicon looked at the door, still hearing the sounds of blaster fire. However, they were drawing nearer from each passing moment. The seeker then turned his gaze to the knocked-out form of Agent Fowler.

"Wake up you pathetic lump of flesh!" Starscream barked, gritting his teeth in anger.

A painful groan emanated from Fowler's throat as he slowly opened his eyes. "Ugh… grandma… is it cookie time?" He muttered before falling back to sleep.

Starscream narrowed his eyes and snarled in response to the human's incoherent babbling.

Suddenly, there was a knock at the door. The sliding panels opened up, showing a Vehicon standing there still.

"Well?!" demanded Starscream.

Unexpectedly, the Vehicon fell over dead, revealing the hulky, green form of Bulkhead with his blasters drawn. In a quick motion, Bulkhead fired at the other Vehicon's chest, causing it to fall over dead. Bumblebee stepped out from behind the corner and, along with Bulkhead, trained their weapons on Starscream.

In response, Starscream swiftly deployed his right Energon cannon and pointed it straight towards Fowler.

"Not so fast!" The seeker grinned, knowing he had the upper hand.

Without warning, 'Scream felt something tap against his helm. With his blaster still trained on Fowler, he looked up to see Arcee above him in the tube that supplied light to the room, her gun directed straight at his face.

"I wouldn't," She warned.

"Oh, but I might," Starscream smirked deviously.

An ominous silence filled the room. Each side had their weapons aimed directly at their target, neither faction ready to back down. The Autobots shot Starscream deadly glares whilst 'Screamer simply smiled sadistically. A few moments passed before the seeker decided to break muteness.

"Now, Agent Fowler and I will take our leave" implied Starscream.

"Eh… dooma say… yeah…" Fowler spluttered.

Fowler's garbled words had provided a perfect distraction for Starscream. The Autobots immediately took their opportunity and fired upon the seeker, making sure to aim well away from Fowler.

The silver seeker yelped as he dodged Bulkhead and Bumblebee's blaster fire. He then skidded to the side as Arcee fired down from above. Seeing no other option, Starscream transformed into his jet mode and rocketed out of the room.

"Whoa!" Bulkhead yelled as the silver and red jet soared down the hallway, and eventually went out of sight as it rounded a corner.

…

There were now six remaining Vehicons attacking Ben, Gwen, and Kevin. Gwen and Kevin handled two whilst the other four surrounded Ultimate Swampfire in a tight circle formation, with their blasters primed and ready. Despite their limited intelligence, the drones had been a little cautious around the hyper-evolved Methanosian.

The previous form was powerful, but this enhanced form, this Ultimate Swampfire, appeared to be magnitudes stronger and much powerful than the original. Nevertheless, the Vehicons didn't back down.

"You're outnumbered, freak!" A trooper smugly stated.

Ultimate Swampfire glared at the Decepticon drones. "So, what? I'm always outnumbered. That doesn't stop me".

To prove his point, U. Swampfire bent his knees and jumped high into the air. In mid-air, Ben began to corkscrew his body rapidly. The 'Cons fired at him, but their weapons had no effect as U. Swampfire's body quickly regenerated. As he spun, he held out his palms and shot out countless rounds of bluish-purple golf ball size spheres at the Vehicons. Some of the small pods stuck to their armour while the rest fell to the ground beneath their feet.

As Ultimate Swampfire came back down, he lit up his right hand with bright indigo fire. The instant his feet hit the floor; he slammed his flamed fist into the metal surface. As a result, the many small spheres ignited in a bluish-purple conflagration. The Decepticon troopers were thrown back in different directions by the powerful blaze, quickly off-lined in the process from the extreme heat.

"Besides, I'll take quality over quantity any day," remarked Ultimate Swampfire.

The hyper-evolved Methanosian looked back at Gwen and Kevin. He saw Kevin morph his right arm into a lethal katana blade, jump up, and pierce a Vehicon's spark chamber. Just as the Osmosian killed the Decepticon, Gwen discharged a powerful blast of mana straight at the last trooper's helm, blowing it off its shoulders.

After the last Decepticon went down, Ultimate Swampfire, Gwen, and Kevin gathered at the centre of the room once more. Kevin's green armour had scratches in various places but still remained strong. Gwen was panting slightly but was ready to go if there was another attack.

"We need to leave. We're more in danger here if they called for reinforcements then we would be out there" stated Kevin.

Ultimate Swampfire nodded in approval. "Good call. But first," He glanced over at the alien depiction still on the screen. "We need a way to get that back to base".

Gwen held her chin as she tried to think of something. After a couple of seconds, an idea hit her like a freight train.

"I'll take a picture with my phone" Gwen replied. She reached into her pocket to pull out her pink cell phone. She zoomed in on the monitor, making sure to get the entire screen clearly before snapping a photo. "Got it!"

"Then let's go!" U. Swampfire said.

The trio rushed out of the room into the corridor and turned right. However, fate was not being kind for the alien team. Rounding the corner of a crossway up ahead came three Vehicons with their blasters drawn.

Ultimate Swampfire growled deeply as he narrowed his eyes at the purple/black automatons. "That's it! I've had enough of you guys!"

The hyper-evolved Methanosian reached behind, pulled off a blob of blue goo from his back, and tossed it at the feet of the Vehicons. The idiotic drones glanced down at the glob curiously. All of a sudden, the azure glob became brighter and hotter before it finally ignited in a bluish-purple inferno. As a result, the three smouldering Vehicons were sent backwards. Parts of their armour were blasted away and partially melted in places. Energon continuously leaked out of their bodies as they succumbed to death.

Kevin let out a low whistle. "Remind me to not get you mad".

"I'll keep that in mind" Ultimate Swampfire replied.

The sounds of vehicle engines grabbed Team 10's attention. They looked behind them to see a green SUV, a black and yellow muscle car, and a blue and pink motorcycle heading towards them. When they reached them, Kevin hoped in Bulkhead, Gwen went inside Bumblebee, and Arcee pulled up next to U. Swampfire.

"I told you to stay put!" Arcee yelled.

He slapped the Omnitrix dial, in a flash of green, Ultimate Swampfire reverted back to Swampfire before turning back to Ben. The emerald-eyed teen quickly mounted Arcee.

"I was never really good at following orders" Ben quipped.

With their human friends secured, the Autobots stormed down the corridor, heading towards the nearest exit out of the _Nemesis_.

* * *

 **Autobot Outpost**

Ben, Gwen, and Kevin stood by the railing in the human centre, watching as Optimus finished welding the final touches on Ratchet's arm brace. They were all surprised to see Optimus and Ratchet come back with various scares and dents and nearly exhausted. Nevertheless, Ratchet assured everyone their injuries were superficial and would heal quickly.

Laying on a gurney was the unconscious form of Agent Fowler, recovering from his interrogation by the hands of Starscream. Gwen used her mana to help heal most of his injuries. She assured everyone he'd be alright, he just needed rest.

"What happened to you guys anyway?" Gwen inquired.

"We engaged an army of undead Cybertronian warriors" replied Ratchet.

Team 10's eyes widen in shock and surprise, especially Ben's. He stepped closer to the railing with awe present in his green eyes.

"Zombies? Is it wrong if I think that's awesome?" Ben smiled.

"Bulkhead," Optimus baritone voice continued. "You exercised poor judgment in allowing Ben, Gwen, and Kevin to accompany you."

Bulk glanced between Optimus and the trio before he looked back. "I-It won't happen again Optimus… I promise".

Kevin was taken back from this. It wasn't Bulkhead's fault they came, it was his. Why was he taking the fall?

"But it wasn't Bulkhead's fault. I'm the one who followed him into the portal. Ben and Gwen followed because they were worried about me getting hurt… not that they needed to." Kevin interjected, ignoring the glare Gwen was giving him. He then remembered he was still due for that talk with her. "Besides, they can tell you that we handled ourselves pretty well against those 'Cons," He said, motioning towards Arcee, Bee, and Bulk.

Optimus trained his optics on Bulkhead, Bumblebee, and Arcee. The three Autobot warriors looked between each other for a moment before bringing their gaze back to their leader.

"It's true," admitted Arcee. "They performed well out there on the field".

" **You can say that again. These three probably took out more 'Cons than us."** Bumblebee whirred.

Gwen then remembered about the photo she took, and hastily pulled out her phone, and brought up the photo on the screen.

"And if that doesn't convince you… then maybe recon will." Gwen stated as she held up her phone.

Optimus stepped toward her and hunched forward to zoom in on the image. "Hmm…Ratchet, take a look. It could be of importance to Megatron."

"Whoa, Megatron's back?! That's… very bad, right?" Ben commented with wide eyes.

Ratchet stepped forward and narrowed his optics as he scrutinized the photo. "Hmm… yes… yes, that equation does look significant. I'll need time to analyze thoroughly though."

"Excellent work you three," Optimus appraised, looking at the alien trio.

Ben and Gwen smiled in appreciation whilst Kevin had a cocky grin.

Arcee stares at Ben for a moment. The incident of when he pushed her aside and took an Energon blast for her played over in her mind.

Arcee could still recall how angry she had got when she thought he had been killed. She was way over the level of rage when she engaged those Vehicons that attacked her and Ben yesterday. She glanced back at the green jacket teen, watching him discuss something with his friends. Whether she'd like to admit it or not, she was worried and concerned for Ben's well-being, despite only knowing him for a couple of days.

Not that she should be, considering he can transform into a variety of aliens, but still. Arcee couldn't help but feel some sort of strange connection with him. She wasn't quite sure what it was, but it was definitely there.

 _Later…_

Ben was slowly walking down one of the large corridors of the Autobot silo. Ratchet was still at work deciphering the meanings of the scribbles of what Gwen took a picture of. Gwen and Kevin had already gone off to their quarters, completely drained. Ben was following suit, feeling fatigue overwhelm his body after today's events.

Just steps away from reaching the door to his room, he heard familiar sounds of Autobot footsteps. He looked to the side to see Arcee walking towards him.

"Uh… Ben… can we talk?" Arcee asked unsurely.

Ben blinked. He was surprised that the femme wanted to speak with him. After all, she had been trying to avoid him since he arrived at the base. That is, until this morning in the training room.

"Uh…yeah sure," He replied.

The blue Autobot closed her optics and looked down for a moment, trying to gather her thoughts. When she reopened them and sighed deeply before looking at the brunette teen.

"I… I wanted to say thank you".

Ben blinked again, a bemused expression on his face. "Thank me? For what?"

"For pushing me out of the way… and taking that Energon blast," Arcee paused as her smile became warmer. "That was very brave of you".

Ben slightly blushed as he rubbed the back of his neck sheepishly. "Eh, it was nothing," He said modestly.

"It was something. Despite my attitude towards you and your friends, you risked your life in making sure I would be okay." continued Arcee. "That takes guts".

"Well… I didn't save my universe twice by being a coward" Ben remarked.

Arcee smirked in response. Usually, people's cockiness would've made her mad, but for Ben… it was well earned.

"Don't push it, hotshot." She warned teasingly. "We still got 'Cons to fight… that is… if you think you're up to it".

Ben blinked again. Realizing what she was implying, Ben shot her his trademark, cocky grin.

"Oh, bring it!" he said as he turned away towards his room.

Arcee watched him walk to his quarters until she realised what he said. "Did you just say you saved the universe?!" she inquired.

"Twice!" Ben shouted back. Arcee was left with a dumbfounded look on her face.

* * *

 **The** _ **Nemesis**_

High above the outer edge of Earth's atmosphere, the _Nemesis_ flew around the blue world. Inside the bridge, the sounds of metal on metal and yelps of pain could be heard.

"Please, Lord Megatron… I meant no…" Starscream was unable to finish as Megatron slammed a fist into the seeker's face.

The greyish-silver mech staggered backwards, touching his facial components and felt a stinging sensation. Soundwave and the Vehicon troopers in the background watched as the SIC received a mighty beating from their leader. As Starscream stood up wobbly, the towering form of Megatron stepped in front of him.

"I ordered you to await my command!" Megaton yelled as he backhanded 'Screamer in the chassis.

The seeker shrieked as the forceful blow sent him bouncing along the metal floors. He came to a stop, front side up. He felt an enormous amount of pain course through his circuits. Sparks could be seen sparkling out from his elbow joints as he struggled to turn over. Megatron proceeded towards his fallen position, in no hurry at all.

"Instead, your mindless agenda resulted in the disabling of my ship, the loss of many of my drones and the delay of my plans!" Megatron roared.

Seeing how close he was, Starscream yelped as he turned over and began to crawl away, obvious fear evident on his facial plate.

"M-my intentions were pure master," Starscream implied. "I only wanted you to be rid of Optimus".

Suddenly, Megatron's slammed his right foot on Starscream's body.

"Nobody rids me of Optimus Prime but me. Do you understand?! Do you!?" snarled Megatron.

Starscream strained to use his voice box, but the massive heel of Megatron pressing hard against his body was making it difficult. "I will make things right, Lord Megatron. I swear! I know how to set your plans back on course".

Starscream felt relief as Megatron lifted his heel off of the seeker, but only to be grabbed by the throat. The warlord brought his SIC to optic level, staring at him with a dangerous gaze.

"Explain Starscream…quickly," He hissed at the latter word.

* * *

 **Autobot Outpost**

Inside the main ops centre, Ratchet continues to type away at the terminal. Searching for any explanation to the equation Gwen had photographed while on the _Nemesis_. It took an hour, but after inputting the right variables, Ratchet came to a shocking conclusion.

"It can't be," murmured Ratchet. "Optimus!"

He could hear the rumbling footsteps of his leader stepping towards him. Ratchet turned to face him. "These are engineering specs for a space-time vortex generator".

"Megatron is building a spacebridge… if he hasn't already." Optimus concluded.

"Great, the sooner he leaves the better," Bulkhead replied as he and Bumblebee stepped into the command centre.

"Bulkhead, a spacebridge runs in two directions," Optimus explained. "Megatron may not be using it to leave Earth, but to bring through his conquering army".

"The main event that Megatron referred to," Ratchet noted. "But… the only place that Megatron could possibly recruit that many fallen warriors…" A grave mien took hold on Ratchet's face as he realized Megatron plan.

"Precisely," Optimus replied as he looked up towards the ceiling of the silo. "Cybertron,"

* * *

 **A/N: WOW! Now that was a long chapter, the longest one to date. Anyways, some of you may be curious about a few things. When will Megatron find out about Ben, Gwen, and Kevin? When will we see Vilgax return? Can Upgrade merge with an actual Cybertronian? Etc etc.**

 **Well, Megatron will not learn of Team 10 until he is revived from his comatose state later in the season. And trust me; he will be making plans in capturing them, at the very least Ben as the story progresses.**

 **The second question, Vilgax will make his next appearance soon, I don't want to spoil anything.**

 **For the third question, the answer is yes & no. Upgrade can merge with a Cybertronian and make them better. However, he can't take full control of them like he can with a Vehicon. Their will is just too strong for Upgrade to take control of.**

 **Anyways, I hope you enjoyed this chapter. Please reward me with a review because I thrive on attention LOL! But seriously, comments and critique are appreciated. Until next time with Darkness Rising Part III**


	6. Chapter 6

**Ben 10: Prime Force**

 **Chapter 6: Darkness Rising III**

…

 **Autobot Outpost**

The Autobots and Team 10 were currently assembled in the main ops centre; discussing a plan of action to stop Megatron's latest scheme to take over the world. Scrap that, destroy the world.

"We cannot allow Megatron to send Dark Energon through his spacebridge" Optimus continued. "If he succeeds… the dead of Cybertron will rise, swarm through the spacebridge vortex, and invade Earth. Ending humankind to Megatron's twisted rule".

"Good thing is… none of that stuff is going to happen" Ben stated.

Even though this was not Team 10's Earth, it was still Earth. And there was no way Ben, Gwen, or Kevin were going to allow this world to fall to the hands of a robot warmonger. But what surprised Ben was how determined Optimus and the other Autobots were to protecting the Earth. Heck, this wasn't even their home planet, and yet they're prepared to lay down their lives for it.

The super-powered trio had founded new respect for Team Prime, especially Optimus. He truly was a great leader, someone Ben wished he could aspire to be.

"Optimus," Ratchet spoke as he manned the terminal. "I've pinpointed the location of the Decepticon Spacebridge… high in Earth's orbit"

"Out of our reach," Optimus added.

"Okay, so you guys don't fly. But can't you just groundbridge there?" asked Kevin, gesturing to the ring structures installed into the carved, stone wall.

"The groundbridge has limited range" Ratchet explained. "Stretched all the way in orbit its vortex could snap, and scatter us to the stars"

Team 10 (who were in the human area) stared at them with worried expressions. Though the three had only known the 'Bots for little than three days, they didn't want them to die. Ben glanced over at Arcee nervously. The femme, in turn, gave the brunette a comforting smile.

"Since Megatron is likely already in transit," Optimus paused as he turned to the groundbridge tunnel, "I'm afraid we must take that risk. Reaching the spacebridge first is our only means of stopping him."

Ben held his chin in a contemplating matter. He was trying to cogitate of another way to get the Autobots in space without the high risk of something going horribly wrong. Team Prime possibly getting blasted into space to float forever didn't seat well for him.

Suddenly, Ben's face lite up as an idea popped up in his head.

"I may have a risk-free way of getting you guys in space" Ben proclaimed.

Gwen, Kevin, and the 'Bots looked at Ben with inquisitive miens. They were curious about what Ben was up to, especially Gwen and Kevin.

Ben pulled up his sleeve and tapped the Omnitrix faceplate. He placed his middle and index finger on the holo-ring, scrolling through the transformation playlist. Once he found the alien he wanted, he tapped the icon and slapped the core back down when it popped out.

The occupants of the base shielded their optics as a brilliant emerald light consumed the room. When the light died away, standing in Ben's place was a black and white humanoid with green circuitry patterns along the black areas on its back, arms, and head/neck area. The Omnitrix symbol rested on its white chest.

" **Upgrade,"** He shouted.

Ben's voice sounded the same but had a scratchy, metallic undertone.

Ratchet lifted an optic brow as he stared at the black/green creature baffled. "I…I don't understand".

Gwen smiled, apprehending what her cousin was up to. "I do,"

Upgrade approached a spot of the human centre, closest to the groundbridge terminal. He then faced Ratchet and would've grinned if he had a mouth.

"Watch this" Upgrade said as he jumped onto the groundbridge control apparatus.

To the shock of Team Prime, Upgrade's body became more blob-like as it splattered against the equipment. The black and green goo of Ben's body spread around the terminal and seeped inside the seams. Mechanical parts interior and exterior reshaped themselves instantly.

In second's time, the groundbridge terminal looked totally redone. There was a green, seemingly glass panel that acted as the monitor and another glass looking panel (perpendicular to it at a 45-degree angle) with a keyboard on it. But Ben didn't stop there.

Upgrade's gooey body travelled into the wires that connected to the groundbridge. The tar looking substance spread and covered the ring structures of the machine in a matter of seconds. When Ben was done, the 'Bots were taken back to see their groundbridge was black with green circuit patterns over it whilst the bridge that ran in-between the rings was lime green. The Omnitrix dial could be seen at the top of the monitor of the groundbridge controls.

It appeared to be much more advanced than what it was prior. Ratchet approached the terminal and gawked by how high-tech it was. As the medic examined the new equipment with wide optics, Upgrade's head poked out from the side of the screen, causing Ratchet to yelp in surprise.

"W-w-what did you do?" Ratchet enquired, still shocked over what transpired.

If Ben could grin, he would be. "Your groundbridge… is now a spacebridge".

At that moment, shock and awe were plastered on the faceplates of every single Team Prime. Ben inwardly chuckled from their dumbfounded looks.

"That's what I figured you'd do," Gwen stated. "Good thinking, Ben".

"B-But how did you do it?" Ratchet asked.

"As Upgrade, I can bind with machines…and make them better. Making your groundbridge capable of intergalactic travel was a piece of cake" Ben answered with a hint of pride in his voice.

Optimus looked towards Upgrade's head poking out of the screen. "Thank you, Ben. Your help is much appreciated".

"Any time Optimus".

The Autobot leader then refocused on the mission at hand. He turned towards his troops. "Autobots, prepare to roll out."

Bumblebee walked closer to Gwen while Kevin stepped towards Bulkhead.

"Be careful, 'Bee," Gwen said.

Though she had only known Bumblebee for a couple of days, the Anodite girl admitted that he had grown on her. He was becoming a great friend, possibly even a brother figure.

 **"** **Don't worry, Gwen. I'll be alright"** Bumblebee assured as he stepped towards the upgraded groundbridge.

"I'd come with," Kevin continued, "but I would have to wear a spacesuit, and my powers don't work too well in them".

Bulkhead nodded in understanding. "Eh, don't worry about it. After we get back, they'll be plenty of 'Cons for us to wreck".

Arcee strode towards the black/green terminal, where Upgrade's head was still sticking out. Arcee admitted the sight of the black gooey head did look kind of creepy, but she had seen a lot worse; some more recent than others. She shook off those thoughts of the mutated Cliffjumper and focused back on Ben.

Ben looked towards Arcee and just stared at her. There was a short moment of silence between the two before Ben mentally shook his head and regained his ability to speak.

"Wish I could go with, but as you can see, I'm kinda preoccupied at the moment" Ben joked, trying to lighten the mood.

It seemed to work as Arcee smiled and even chuckled a bit. "Yeah, I see that."

"Uh… be seeing yah?" Upgrade asked hopefully.

Arcee smiled became warmer. "You bet," She then joined the other 'Bots at the entrance to the groundbridge.

Ratchet stepped back in front of the redesigned terminal and began to type in the coordinates to the spacebridge. However, Upgrades could see the hesitance in Ratchet's demeanour as he typed.

"Something the matter?" Ben asked.

"No! It's just… the fact that I'm… typing on your body is…surreal." Ratchet replied.

If Ben had eyebrows, one would be lifting up. "Dude, you guys are transforming robots from another planet, going on a mission to stop a warlord from raising an army of robot zombies that he'll use to attack the Earth. I can shape-shift into aliens and Gwen and Kevin are human/alien hybrids. Everything about this is surreal" He retorted.

Ratchet huffed. "Point taken,"

After setting in the destination coordinates, the medic glanced back over to his leader.

"Optimus, if you leave me stranded on a planet teeming with humans… and alien-humans… I will never forgive you". Ratchet declared curtly.

Without looking back, Optimus responded, "Until we meet again, old friend".

The red and blue titan then deployed his signature battle mask.

"Autobots, roll out!" He shouted.

In a swift motion, the 'Bots shifted into their vehicle modes. On cue, Ratchet activated their groundbridge turned spacebridge. A swirling vortex of green and white appeared inside the tunnel. With Optimus at the lead, the Autobots stormed into the portal.

"Maximum Overdrive!" Optimus bellowed, still inside the portal.

After the 'Bots had exited into the portal, Upgrade mentally shut off the vortex. He moved his head to look at Ratchet.

"So… am I just gonna hang here until the 'Bots get back or what?" Upgrade inquired.

"We may need you to remain inside the groundbridge to bring them back to base when the time comes" Ratchet responded.

Upgrade vented a sigh. "Although I am glad to help, I do hate standing around while they're risking their lives for us".

Gwen and Kevin nodded their heads in agreement. Sitting around did make them feel useless.

* * *

 **Earth's Orbit**

Orbiting in-between the Earth and its moon was a ginormous ring that appeared to be constructed of a rocky mineral, with spikes that juked out from the circumference. The inside of the ring was completely opposite, as it was plated with smooth metal. This marvellous and ominous structure was none other than the Decepticon Spacebridge.

Suddenly, a green and white vortex appeared right at the bottom rim of the spacebridge. Exiting out of the portal was a red and blue Peterbilt semi-truck, a green SUV, a yellow and black muscle car and a blue motorcycle.

"Autobots, transform…" Optimus paused as he shifted into his bipedal mode along with the others, "… and gravatise!"

As they neared the ring's rim, electric bolts arched out from the soles of their feet and onto the surface of the rim. The electric-magnetic current pulled the 'Bots towards the surface until their feet were finally secured on the metal ground.

Bulkhead comically stumbled for a second as soon as his feet touched the floor. "Whoa, whoa… don't look down…or up…or left… or right".

The Autobots then turned around. They could see the wondrous blue marble that was the Earth in the background. But what grabbed Team Prime's attention was the large, dark warship flying towards the spacebridge. The _Nemesis_ came to a halt just over half a mile distance from the giant, elaborate ring.

Optimus narrowed his eyes disdainfully at the Decepticon war-vessel.

"So Megatron's packing enough Dark Energon to raise Cybertron's dead" Arcee stated rather than asked.

"And since we do not possess any ready means of disabling the spacebridge," Optimus paused as he shifted both arms into Energon cannons, "nothing gets in… or out!"

The other Autobots quickly deployed their blasters as they got in a battle stance, ready for any Decepticon attack.

* * *

 **The** ** _Nemesis_**

Inside the bridge, Megatron chuckled as he stared at an image of Optimus Prime and his troops, on his spacebridge, getting in fighting stances.

"Optimus Prime never disappoints," Megatron noted. His expression then turned into anger as he glanced behind his shoulder, towards his SIC. "Unlike a certain Second in Command!"

Starscream yelped as he took a vigilant step backwards, but he quickly regained his composure. "No need for concern, master. Soundwave is locking on to Cybertron's coordinates. Per my… instructions," A smug grin appeared on his lips while stating the latter part.

Megatron narrowed his blood-red eyes and swiftly turned his helm back to the monitor.

* * *

 **Decepticon Spacebridge**

The Autobots remained in their battle stance, with blasters drawn, aimed at the _Nemesis_. They had been standing there for over a few minutes, and Team Prime was becoming restless and confused as to why the 'Cons weren't attacking. Clearly the Decepticons are up to something, but what?

"Well… what are they waiting for?" asked Arcee.

Optimus lowered his blasters and trained his eyes on the Decepticon warship. Optimus used his highly-advanced optics to zoom in on the ship. He quickly took notice of a broken space dish on top of the vessel. It appeared to heavily damage as sparks were flying off of it.

"It appears the Decepticons have sustained serious damage to their interstellar navigation system" The last of the Primes informed.

"Huh, that's my handiwork," Bulkhead claimed with a smile.

"Great job, Bulkhead." appraised Optimus. "Without the dish, Megatron will be unable to lock onto Cybertron."

* * *

 **Autobot Outpost**

Ratchet and Team 10 listened in on the Autobot's conversation via the com-links.

" _Great job, Bulkhead"_ appraised Optimus. _"Without the dish, Megatron will be unable to lock on to Cybertron."_

"Don't the Decepticons know where their own planet is?" Gwen asked cynically.

"Hmph… naturally," Ratchet replied, "but Cybertron is many light-years away. To reach their target their aim must be astronomically precise"

" _If Megatron went to the trouble of rendezvousing with his spacebridge, then it stands to reason… that he has an alternate targeting system. A remote one,"_ Optimus explained.

Ratchet scoffed. "If I know anything of Earth's technology then I doubt there exists a single radio telescope dish on this planet powerful enough to pinpoint Cybertron".

Kevin, who was seated in a rolling chair, rolled over to a computer to access the internet.

"What about a whole bunch of _linked_ radio telescope dishes?" implied Kevin as he typed on the keyboard. "Like the giant Size-Array in Texas?"

"Ep, ep, ep!" Ratchet scolded as he leaned forward. "This is not child's play!"

Kevin narrowed his eyes. "I'm eighteen, dude".

" _Good thinking, Kevin"_ Optimus praised, shocking Ratchet to an extent. _"Ratchet, have Agent Fowler alert the Array staff of the security hazard."_

Without warning, Fowler sat up from the gurney across the human area. "You there… soldier… you're out of uniform! Put on some pants!" He then collapsed back to the bed unconscious.

Ben couldn't help but burst out in laughter while Gwen, Kevin, and Ratchet grinned. Even though right now was a serious situation, that scene was just too funny to not laugh or at least smile at.

"That may be a challenge" Ratchet confessed, while Ben continued laughing.

Kevin refocused his attention back on the computer and typed in a series of command codes. After about ten seconds, he slightly hit his fist on the table in frustration.

"Ugh…I can't get past the Array's firewalls. They're too thick! If I had some Plumber tech it would be way easier" Kevin stated.

"You? You actually believe you can keep the Decepticon out?" Ratchet implied unconvinced.

"Of course, I could," Kevin replied confidently. "If I can get in that is".

At that moment, a light-bulb lite up in Gwen's head as she stepped behind her boyfriend and placed a hand on his shoulder. "Wait, Kevin… what if we can get you all the way in? Like inside the building in?"

He turned to her. "I could log into their internal network on the other side of the firewall".

" _The risk is too great. The Decepticons will be there. Perhaps even on sight"_ Optimus disputed.

Getting over his fit of laughter, Ben returned to being serious. Upgrade turned his blob-looking head to the three giant computer panels situated above the human platforms.

"Optimus, with all due respect, you said it yourself. This is bigger than the safety of three hu-…uh or should I say two human/alien hybrids and a shape-shifter".

"Yeah, if the 'Cons win, not only are we screwed but everyone else on the planet will be too. Besides, you know that we're not defenceless and we can hold our own against Deceptocreeps" Kevin added.

A moment of silence passed as Optimus mulled over the situation.

" _Very well,"_ said Optimus, _"I'll accept your assistance."_

* * *

 **Texas**

In the dry, barren landscape of West Texas was a large assortment of radio telescope dishes; otherwise known as the Size-Array. Out of nowhere, inside the fence that conceals the Size-Array's operation building, a swirling vortex appeared out of thin air. Ben, Gwen, and Kevin jumped out of the portal and onto the rocky ground.

Upon exiting the vortex, all three of the heroes felt a little dizzy. Ben groaned as he held his head.

"That'll take some getting used to" Ben noted.

Quickly recovering from their minor vertigo, the sight of a giant, white operations building grabbed the trio's attention. With determined demeanours, Team 10 made their way to the building.

When they reached a door, Kevin absorbed the metal of the steel door-handle and prepared to knock it down. However, Ben placed a hand on his arm to stop him. While looking at the brunette incredulously, Ben walked forwards and simply pulled open the door and gave his friend a cocky smirk.

Kevin rubbed his neck embarrassed while Gwen simply grinned. The alien trio strolled down the tiled hallway and was almost surprised to have encountered nobody. As they proceeded down the corridors, Gwen spotted an empty room with a single computer in it.

Kevin sat in the chair and immediately started attempting to hack the system. Gwen stood behind him, analysing what he was doing. Ben looked outside the door, and after seeing nobody, he closed it and made his way to Gwen and Kevin.

"Security sure is lax in this place," Ben remarked.

No one commented as Gwen and Kevin were fixated on the computer. After entering in various series of codes, Kevin smiled as he successfully hacked into the mainframe.

"I'm in!" Kevin said. His eyes then narrowed at the screen. "And so are the Decepticons".

"How can you tell?" Ben asked.

Looking more attentively at the monitor, Ben found his answer. There were sets of alien codes and diagrams filling the screen. The Omnitrix wielder quickly recognized it as the same they encountered on the _Nemesis_.

"Schematics," answered Kevin, "with the same alien maths we saw on their ship".

As he continued typing, Gwen reached into her pocket and pulled out a flash drive.

"This time though, we can download it" Gwen added as she installed the drive into a port, allowing it to copy and store the alien representations.

"It's gotta be the spacebridge" Ben noted.

"From here, I can access the system and keep them from locking on to Cybertron" Kevin stated.

"Will they know?" asked a sceptical Ben.

Kevin took a quick glance at the green jacket wearing hero. "Even if those walking trash cans see I'm in the system, they'll have no idea we're in the building".

The Osmosian adolescent continued inserting commands into the computer, preparing for a virtual battle with the 'Cons. He then noticed three diagram spheres at the top of the screen merge into one and glows brightly. That can only mean one thing.

"Looks like the 'Cons are locking onto Cybertron, but not for long." Kevin asserted, causing Ben and Gwen to look at each other unsurely.

The raven-haired teen began inputting commands, all at a smooth and swift pace. He worked like a professional, which in case he was. After dealing with various types of alien technology for years, Earth tech was pretty simple for Kevin. About ten seconds worth of typing later, and the sphere depictions separated back to three.

"Done," Kevin said with a prideful grin.

"Good work, Kevin." Gwen praised.

"Told you I could do it".

"I never doubted you." She smiled.

Ben was about to make a quip until something caught his attention. The three depicted spheres on-screen merged back into one.

"Uh…guys" Ben said, pointing back to the computer.

"Hmm… looks like the dishes are heading back towards Cybertron." Kevin sighed before continuing. "I'll just undo that again."

"When happens when the 'Cons realize they're being punked." Ben asked.

"Dude, it's only virtual combat… it's like online gaming." He then looked at him with a sly smirk. "You should know more about gaming than any of us, Tennyson".

Ben furrowed his brows. He was about to respond, but he suddenly had a strange feeling that something was behind him. Curious, Ben glanced back and was met with quite a shock. Expanding through the now open door was a long onyx, tentacle that was definitely mechanical. On the end of the tentacle was four, finger-like talons and in the centre of them was a multitude of squirming wires.

"Watch out!" Ben yelled.

But the warning came too late. The tentacle reared back and knocked Ben and Gwen into the wall. The two cousins hit the wall with a thud. Ben shut his eyes as he felt pain course through his body. The tentacle then focused its attention on Kevin. Seeing the mechanical appendage, Kevin swiftly pulled out the flash drive, placed it in his pocket, and jumped out of the way; just before the tentacle smashed the console and desk.

Kevin rushed over and helped a groaning Gwen to her feet. Ben quickly regained his bearings as he steadily came to his feet. He looked up to see the metal tentacle was coming for them again. However, just before it could initiate another attack, Gwen summoned a mana shield in front of them.

The tentacle promptly slammed into the panel, but it held it strong. The tentacle looked at the pink shield in a bewildered fashion for a moment before it reengaged its attack. As it continued pounding on the pink shield, it gave Kevin and Ben enough time to jump into action. Spotting an emergency fire-axe on the wall, Kevin rushed to it and absorbed the metal of the axe head. With his body covered in silver-greyish steel, the Osmosian leapt over the mana shield, aiming straight towards the tentacle.

"Heads up!" Kevin cried.

Kevin grabbed the area behind the appendage's servo and squeezed tightly. In response, the mechanical device began rapidly swinging around, attempting to throw Kevin off but he hung on. The distraction Kevin was providing, gave Ben plenty of time to activate the Omnitrix and select an alien. As soon as the core popped out, the brown-haired teen hastily slammed it back down, causing a blinding, emerald light to envelop the room.

After the light faded, standing in Ben's place was an eight-foot-tall being that appeared to be comprised of greenish-blue crystals. Its body was buff at the shoulders and chest but slim down to the waist and legs. Its robust crystal arms were exposed as well as its rigid, crystalline face whilst two long crystal shards protrude from its back. He wore a black, sleeveless suit that has a green stripe running up the middle of his chest. The bottoms of his feet are green too, while a green and white belt with the Omnitrix symbol in the centre.

" **Diamondhead,"** Ben shouted, throwing up his arms.

 **(A/N: As some of you already know, Diamondhead looks like he does in Omniverse.)**

The tentacle ceased its swaying as it stared at the human turned Petrosapien in an inquisitive matter. It provided enough of a distraction for Kevin to morph his right arm into a lethal katana and slice through the top of the tentacle. An electric screeching noise was created as the claw-like servo fell to the floor, with blue liquid pouring out.

The severed appendage immediately went out the door, leaving a trail of Energon in its wake.

"Oh no you don't!" barked Kevin.

Kevin rushed out the door, pursuing the tentacle, with Diamondhead and Gwen following him. Team 10 ran down the hallway in hot pursuit of the strange, metal tentacle. They saw it retract inside a room at the end of the passageway. But before they could reach it, the heavy steel doors to the room slammed shut in front of them.

' _Like that's gonna stop us.'_ Diamondhead thought smugly.

Instead of stopping, Kevin ran faster towards the door. He morphed his right hand into a giant, spiked fist as he leapt forward.

"HI-YAH!" roared Kevin, smashing his fist into the doors with intense force.

With an audible crash, the two steel doors were blasted off their hinges and into the different directions in the room. Team 10 quickly rushed in with Diamondhead getting at the front of the group with Kevin at his right and Gwen at his left. Upon entering the room, the three heroes gasped.

Kneeling in front of a huge computer console was a thirty-foot tall Decepticon. Its metallic body was lean and slender and its colour scheme was primarily black with purple highlights. But what really separated this 'Con from the rest was that instead of a face or a horizontal visor, it's entire face was just a blank screen. Team 10 could see that the severed tentacle attached to its chest, and Energon leaking out of the wound Kevin inflicted.

Soundwave turned his head to the trio, surprised that they could break down a steel door like that. He examined them attentively and was inwardly shocked to see a crystal-based being, a human whose body was covered in metal, and a seemingly harmless auburn-haired human girl.

Soundwave wasn't sure who or what they were, or what their capabilities are, but he has a job to do, and he couldn't complete it with these creatures in the way.

Using his other undamaged tentacle, Soundwave reared back and aimed to swipe them all into a wall. But surprisingly, the red-haired girl lit up her hands with pink energy and through a disk of cerise energy towards it. The mana disk instantly sliced Soundwave's other tentacle in half, shocking the spymaster.

With a second tentacle out of commission, Diamondhead leapt forward with his crystalline fist reared back. However, despite the pain flooding his system from losing his tentacle, Soundwave anticipated this move and grabbed Diamondhead mid-air. Ben squirmed in Soundwave's servo, prompting the spymaster to tighten his grip.

Soundwave brought Diamondhead closer to his faceless visor, studying him keenly like a scientist would an unknown specimen. Diamondhead closed his green eyes as he concentrated on his abilities. Suddenly, long serrated crystal shard manifested out of Diamondhead's body and promptly reduced Soundwave's servo into scrap. Soundwave (having dropped Ben) stumbled back, examining his destroyed hand that was bleeding Energon profusely.

The Decepticon spymaster returned his gaze to the trio. Though he didn't have a face, Diamondhead could tell that Soundwave was giving them a death glare.

Kevin shifted his right hand into a spiked mace, charged at Soundwave, and then jumped into the air towards him. The silent 'Con reared back his left arm and backhanded Kevin, sending him into the opposite wall. Without warning, Soundwave stumbled backwards again as pink disks slammed into his visor and chest.

Soundwave looked towards his attacker to see Gwen, summoning mana into her palms, and throwing them at him. He was taken back from this unprecedented development. After all, he had never seen humans with these abilities or this crystal-based life-form.

Seeing that he was outnumbered and clearly out-strengthened, Soundwave decided on a tactual retreat, but there was still one last thing he needed to do. The spymaster shifted his left arm into a slender blaster and took aim at Gwen. Diamondhead quickly jumped in front of his cousin, held up his arms, and deflected the Energon blast (sending it to the ceiling).

As the ceiling debris rained down in front of Ben and Gwen, it gave Soundwave enough time to train his blaster on a black line running along the floor, which connected to the Array's mainframe. He fired off a weak, but an effective shot that severed the line.

With that taken care of, Soundwave was fixing to fall back; however, he wasn't prepared for a wicked roundhouse that Diamondhead delivered into his chest. The force behind the blow sent the silent 'Con flying crashing through the wall and outside.

The slender 'Con bounced across the desert ground a few times before coming to a stop. Soundwave shakily picked himself up and looked back at the Array operation building. Diamondhead, Kevin, and Gwen rushed through the hole in the wall and got in fighting stances. Soundwave took a picture of the trio with Diamondhead upfront, Gwen to his right, and Kevin. He then transformed into a Predator drone and soared into the sky.

Team 10 watched with confused expressions as Soundwave flew away.

"He's leaving?" said Diamondhead disbelievingly. He then put his hands on his hips and chuckled. "I guess we showed him, huh?"

"It doesn't matter," Kevin muttered.

Ben and Gwen turned around to see Kevin heading back inside; they followed him until he stopped by the console and leaned down in front of the severed, black cable. He turned to his teammates with a crestfallen mien.

"He cut the hard-line. The dishes are locked on to Cybertron… for good" Kevin said grimly.

* * *

 **Autobot Outpost**

Team 10 was really bummed to have come back to base, failing to prevent the Decepticons from locking on to Cybertron. They debriefed Ratchet on what happened, and to their surprise, the medic didn't scold them for their failure. After all, they were going against one of the most dangerous 'Cons in history behind Megatron.

But on the positive side, they did return with schematics for the spacebridge, and it turned out that they did indeed come into vital play. After the spacebridge had activated, and billions of Dark Energon signatures were detectable inside the vortex, Optimus made the call to destroy the spacebridge. Thanks in part to the design specs Team 10 acquired; Ratchet was able to discover a means of sabotaging the spacebridge.

As Ratchet instructed Arcee, 'Bee, and Bulk on what to do, Ben transformed into Upgrade and re-merged with the groundbridge, ready to bring the Autobots back to base. Gwen and Kevin went back to the computer stations up on the platforms, where they were greeted by a groggy Agent Fowler who just woke up from his slumber.

"Now follow the line from the Energon regulator to the Energon pump, there should be a valve" Ratchet inculcated from the terminal.

" _I see it."_ Arcee replied over the com-links.

"Good. To turn all the power against itself, all you need do is reverse the current".

" _Argh…argh…uh…current reversed."_

"Yes!" Fowler shouted, causing Gwen and Kevin to look at him weirdly. The agent then turned to them and asked, "Right?"

"I'll ready the ground... uh… I mean spacebridge." Ratchet corrected, stepping towards the controls, while Upgrade's head poked out from the side of the monitor.

As the orange and white 'Bot typed in the coordinates, Upgrade looked at him. "Sorry, we couldn't stop the 'Cons from locking on to your home planet."

Ratchet sighed. "It is alright. I mean, you were going up against Soundwave, who is no pushover. But you did well, after all, if you three hadn't acquired those spacebridge schematics we would have an army of undead Cybertronian warriors attacking the Earth right now".

If Upgrade could smile, he would be. "Thanks. But I still think the idea of zombie robots is pretty awesome".

Ignoring Ben's comment, Ratchet activated the spacebridge, causing the tunnel to light up in a swirling green and white vortex. A moment passed and nothing came through. That was when worry and dread began to swipe across the command centre.

"Do you think they're…?" Gwen implied fearfully.

Ratchet checked a screen attached to his right forearm. "Four life signals… one very faint,"

Right on cue, the giant red and blue form of Optimus Prime stepped out of the portal. Signs of battle were noticeable as scars and dents covered his armour. Once he stepped aside, Bulkhead emerged next; not as many scratches on him as Optimus, but they still existed on his armour.

The next to emerge was Bumblebee, carrying an unconscious Arcee. Upgrade's eye widened upon seeing Arcee's knocked out condition. He quickly de-merged from the groundbridge and materialized back into humanoid form in front of Bumblebee. Slapping the Omnitrix dial, in a flash of green, Upgrade converted back to Ben.

Ben rushed to her, starring at Arcee's seemingly dead form in anxiety and sorrow. Gwen and Kevin stepped behind him, Gwen placing a comforting hand on his left shoulder. The rest of Team Prime gathered around but kept their distance.

"We lost one already this week. By the All-Spark don't let it be two" Ratchet prayed.

Ben stepped forward and placed his hand on her large, metal one. Instantly, Arcee's cerulean optics slowly opened.

"Arcee…" Ben said, truly relieved to see she was alive.

"Ben… really?" Arcee said weakly with a smile. "There are other motorcycles in the world"

Ben smirked. "But… you're my first."

Seeing that Arcee was okay, Ratchet turned his helm to Optimus. "And Megatron?"

Optimus stared at the floor momentarily before replying, "Not even _he_ could've survived ground zero".

"Prime!" Fowler's voice caught everyone's attention.

The agent man was straightening up his blue dress jacket as he stepped in front of the elevator. "I didn't get a chance to thank you 'Bots and your… other alien friends for the save".

After waking up, Team 10 had explained to Fowler of their origins, powers, and how they met the Autobots. Fowler's face when he witnessed Ben transform into Upgrade and merge back with the groundbridge was priceless.

To say Fowler was stunned was an understatement. However, the agent eventually soaked up the unprecedented information and accepted it for what it is. It was a little more challenging to accept than the idea of transforming robots from another planet, but Fowler knew he would adapt over time.

"I owe you guys one," Fowler admitted as he stepped into the elevator. Just before the doors closed, he added, "the whole world does".

Bumblebee set Arcee on her feet as the femme began to regain her composure. She stood up and smiled down at Ben. The teen hero simply smiled in return, relieved and happy that she would be okay.

A sudden thought ran through Kevin's head. He stepped to Optimus with concern on his face.

"So, what happens to us?" Kevin asked, referring to Team 10.

Optimus gazed down at the alien trio with a thoughtful expression.

…

Over five days had passed since the Autobots defeated Megatron. 'Con activity around the world had decreased as a result. But the real change came for Team 10. Using their favour that Fowler owed them, he (with the help of the government) constructed identities for Ben, Gwen, and Kevin. Their new identities were the same with the exception of birthplaces and hometowns since Bellwood didn't exist on this alternate Earth.

In prior to acquiring their new identities, Ben and Gwen had to go to school, mainly because they were still seventeen and the government wanted to reduce suspicion. Reluctantly, Ben had to deal with it, for Gwen it came easier since she liked school. Kevin was the only one who they didn't force since he was eighteen, and legally an adult. Ben mentally cursed Kevin for his luck.

With some help from the government, Team 10 received money for clothing and other necessities they would need. Though they accepted the money, (since they didn't have any) Ben, Gwen, and Kevin all decided to get jobs to earn their own wages. In time, Gwen got a part-time job at a bookstore, Kevin got part-time at an auto-shop, whilst Ben got part-time at K/O Burger. Unfortunately for the Omnitrix wearer, it was the only other job available, so he didn't have much of a choice.

Thankfully, the government allowed Team 10 to remain at Autobot Outpost, considering that they're abilities may prove useful for Autobot missions and as another line of defence if and when the need arises.

Right now, Ben and Gwen were walking out of Jasper High, backpacks slung over their shoulders. They look at the parking lot and smile when they see Kevin inside Bulkhead waving at them, while Bumblebee and Arcee flash their headlights at them.

The duo smiled as Gwen entered Bumblebee's alt mode while Ben mounted Arcee. Team Prime and Team 10 exited the school parking lot and headed down the road that led to their base. Over thirty miles away, standing atop of Autobot Outpost was the massive form of Optimus Prime, glancing up at the mid-evening sky.

He places his hands on his hips as he prepares to transmit an interstellar message.

" ** _Without a means of leaving this world, we Autobots take strength in the bonds we have forged with our three, gifted friends… true warriors… in both body and spirit._**

 ** _My name is Optimus Prime, and I send this message, though we did not choose to be of Earth, it would seem we are here to stay. If you approach this planet with hostile intent, know this… we will defend ourselves, we will defend humanity, we will defend… our home"._**

* * *

 **The** ** _Nemesis_**

Soaring high above in Earth's outer atmosphere was the _Nemesis_. Standing in the bridge, Starscream looked down upon the blue planet with a sadistic, triumphant grin on his face. Megatron was dead at last! _He_ was now the leader of the Decepticons! His dream had now become reality.

The seeker was already making plans in retaliating against the Autobots. Though in hindsight, he was simply doing it to gain the respect and loyalty of the other Decepticons. For Soundwave, that may be close to impossible, for the Vehicons it was achievable.

Speaking of the spymaster, Soundwave walked into the room and proceeded towards Starscream. Knowing that he was approaching, Starscream turned to face him, and was shocked to see the 'Cons body was littered with scrapes and dents. The Decepticon leader also took notice of his severed right servo (that had stopped leaking Energon.)

"S-S-Soundwave?!" Starscream gasped, wide-eyed. "What happened to you?!"

In all honesty, Starscream really doesn't care about Soundwave's well-being. After all, he had been Megatron's favourite since the start of the war. But if he was to possibly gain his trust and respect, he needed to pretend that he did.

Soundwave was silent as always. After a moment, the silent 'Con brought up an image on his visor. The slim seeker stepped forward and studied the picture attentively. What he saw confused him and shocked him to an extent.

In the picture was a humanoid crystal-based life-form wearing a black and green sleeveless suit, a human adolescent male that was covered head-to-toe in metal armour that looked like skin, and an auburn-haired adolescent girl whose palms were lit up with pink light.

"W-w-what is this? I've never seen humans like those before!" Starscream exclaimed, still surprised. He then focused his attention on the green crystal humanoid in the center of the group. "A-And what is that? I've never seen anything like it before too."

Soundwave did not reply; he only kept the image on his visor. Looking over the 'Con's injuries once more, Starscream then knew what happened.

"T-t-these creatures…did they do this to you?!"

Soundwave merely nodded in response, causing Starscream's eyes to widen further. Though the egocentric mech didn't care about him, he knew that the Soundwave was as good a warrior then he was a spymaster. And that is saying something!

Starscream narrowed his eyes and sneered at the picture of Team 10. "It would seem that the Autobots are not our only enemy now. Whoever these… creatures are… they are indeed a notable threat to our cause if they were capable of inflicting these injuries upon you" He paused as he thought the situation over further. "With that said, it is paramount that we learn all we can about these beings; so that we may better understand them, how to fight them, and how to… ultimately… destroy them."

* * *

 **A/N: Well I hope you enjoyed the final instalment of the Darkness Rising Saga.**

 **Just some quick notes:**

 **Ben's Autobot transformation will be revealed in the next chapter. I believe you will like it!**

 **Vilgax will reappear in the next chapter as well. But won't confront Team Prime & 10 until later. **

**Lastly, yes, Omniverse aliens appear.**

 **Well, thank you for your support and I appreciate reviews because they keep me going. Stay tuned for the next exciting addition of PRIME FORCE!**

 **TOAA out!**


	7. Chapter 7 (Interlude 1)

**A/N: Just to address something. Once I've finished rewriting Ultimate 10's 29 chapters, I'll be writing my own chapters from scratch.**

 **Now that's done, on with show!**

* * *

 **Ben 10: Prime Force**

 **Chapter 7: Interlude I: Trying Something New**

…

It had been two weeks since Megatron's defeat. Today was Friday and right now Ben was working his evening shift at K/O Burger. In total, this had been Ben's fifth shift since starting his job five days ago. He had his work schedule set up for three hours in the evening Monday through Friday, and five hours every other Saturday. He knew that Gwen and Kevin's part-time schedule was similar too.

Thankfully, he didn't have to work this Saturday, which meant he could hang out at the Autobot base all weekend!

Currently, Ben is mopping the tiled floors in the kitchen. He is wearing sneakers, blue jeans, and a black shirt; his trademark green jacket is hung up in another part of the store. Another thing is he is forced to wear a silly white hat that he truly dislikes. Unfortunately, employees have to wear it.

So far, Ben hated his new job. The customers were rude, the place reeked of grease (obviously), and the pay was crappy. He was thinking of quitting and going somewhere else, but he would have to wait for another business that would hire teenagers to come up before he could. He prayed to god that one will pop up soon.

As he cleaned, he replayed what happened in the last week. Apparently, Starscream (the new leader of the Decepticons) awakened a Decepticon warrior named, Skyquake, hoping that he would serve under his command.

However, the powerful 'Con was immensely loyal to Megatron only, and wouldn't dare take orders from Starscream. Ben didn't blame him, who in their right mind would obey a coward like that arrogant seeker? Even though Optimus tried to convert him, Skyquake refused to stray from his master's path. In the end, it led to his demise at the hands of Bumblebee and Optimus, the former getting most of the credit.

Since then, 'Con activity had been pretty low, and Ben has been restless in beating the scrap out of some bad guys. To satisfy his fighting urges, Ben usually trained in the SAFE, keeping his skills at a proficient level, along with the rest of Team 10. In fact, Ben has already planned in doing another session in the SAFE when his shift was over.

Ben glanced at the wall clock to see it was 5:50 PM, only ten minutes until the end of his shift. He returned his attention back to the floor and continued mopping, although he was having difficulty suppressing his excitement. Though he was eager to get back to base, he was also looking forward to riding Arcee there.

He didn't know why, but he loved his rides with the motorcycle femme. True some of his transformations could go faster than her, but there was just something about being on her that gave him more of a thrill. Ben guessed that's what people felt when they ride motorcycles, a rush.

As he was cleaning the floors, he saw that he was progressing nearer to the drive-in window. Stationed there was a lean, raven-haired boy wearing sneakers, blue jeans, and a grey long-sleeve shirt with a darker short-sleeve shirt over it.

His name was Jack Darby, a work buddy, a classmate and one of Ben's newest friends. Despite Jack's shyness at first, he quickly opened up a little and the two teens quickly became friends. As he was mopping past Jack, he saw him hand a customer their order, with a noticeable scowl on his expression.

"Here's your order, Vince" Jack muttered.

At that moment, Ben immediately understood why Jack was so unhappy and felt himself tense up a bit too. Vince was the bully at Jasper High and self-proclaimed toughest guy around. Ben struggled to suppress a laugh when Jack told him about Vince. In Ben's opinion, Vince was just an insecure jerk who picks on others smaller than him to feel good about himself; basically, he is this universe's version of Cash (that is until Ben changed him).

"What's with the frown, Dork-by?!" mocked Vince, grabbing the paper bag. "You ever heard of service with a smile? Unless you want me to tell your boss, I suggest you start smiling".

Ben furrowed his brows in anger. He could never sit back and watch as his friends get harassed or attacked, especially when they couldn't defend themselves. He placed the mop back in the rolling, yellow bucket full of dirty water, and stepped to the window.

"Hey genius, you got your order now leave! There are other cars behind you!" Ben said in a raised tone.

The red-haired bully narrowed his eyes in contempt at the teen hero. Vince didn't like Ben since the moment he came to school on his blue, custom sports bike and started grabbing the attention of the high school girls. Evidently, many of the females at Jasper High believed that Ben was more attractive than Vince.

"Fine," Vince mumbled, "but you better watch yourself, loser".

After that comment, Vince stormed off in his black sports-car with flames painted at the Bonnet. When Ben first saw his car, he recalled almost puking in his mouth a bit from how ugly it was. The two teens watched as the obnoxious, wannabe race car driver drove away.

"Oh, I'm so scared" Ben stated sardonically, earning a few chuckles from Jack.

"So, how's your day been, California?" Jack asked, while getting another order from the kitchen.

When Ben and Jack first started talking, they usually shared their origins and other stuff. Though he didn't tell him his _true_ origins, Ben did remember his new identity and his background that the government constructed for him. It stated that he was born and raised most of his life in San Francisco. Since then that has been his nickname when hanging around Jack.

"Okay, I guess. School could've been less dragged out today" replied Ben.

"Still having to turn down date requests from girls?" Jack inquired.

"You don't know how hard it is" Ben grinned.

It was true. Many girls had asked Ben out or attempted to flirt with him. Though he did think a good number of them were attractive, he always turned it down. He was still getting over his break-up with Julie that transpired six months ago. She had become so concerned with Ben's safety as a superhero that she eventually decided to call it off.

Ben had been hit hard by the blow. He could recall that he had been glum for almost two weeks before he started to move on. However, his heart was still healing, and he needed more time before he could even think about getting into another relationship.

"How come you always turn them down? Any guy would kill to be in your shoes" Jack noted.

As Ben returned to prior duty of mopping the floor, he looked back at his friend. "Let's just say that… I'm still recovering from a recent break-up."

Seeing Ben's slightly disheartened expression, Jack only nodded, not wanting to probe the situation further.

…

As soon as the big hand on the clock hit twelve and the little hand hit six, Ben immediately said good-bye to Jack, put up his stupid hat, collected his jacket and walked out of the fast-food establishment. Upon exiting the doors, the green-eyed teen looked around the parking lot, and smiled when he saw a familiar blue motorcycle parked at the front to his left.

Ben realized that where Arcee was parked was the same place where he mounted her two weeks ago. In fact, he recalled that this is where she always parked when she came by to pick him up. He guessed it was only coincidence; but nevertheless, he figured he'd bring it up later for a conversation starter.

He strolled to her and quickly mounted her vehicular form. He looked around and after making sure nobody was around; he reached into her subspace and pulled out his helmet. It was a silver motorcycle helmet with a green trim and a lime green visor.

"Hey Arcee," Ben said, putting on his helmet.

"Hey Ben," she replied. "Another tough day?"

Ben sighed. "Yeah…you could say that. What about you? Any Decepticon activity today?"

"Nope," Arcee continued as she started her engine and drove out of the parking lot. "Not counting the Skyquake incident, the 'Cons have been fairly silent as of late".

"That can either be really good…or really bad" Ben commented as they pulled out on the street.

"Tell me about it. Optimus is pretty concerned as am I. Although Starscream is no Megatron, he is far from predictable" responded Arcee.

Team 10 had not yet met Starscream. But from what the Autobots say, Starscream was an arrogant, egocentric 'Con who turns cowardly in the face of strength or power greater than his. He is untrustworthy and will stab you in the back when the opportunity presents itself. Ben was actually quite eager to come across Starscream, just so he could kick his metal butt, and show him that he was a force to reckon with.

"Well, whatever he's up to, it obviously won't be good for us" Ben said.

A short moment of silence passed, and the duo found themselves leaving Jasper, and out on the lone road that led to the Autobot base.

"So…you plan to train in the SAFE today?" Arcee enquired.

Ben looked down at the dashboard. "Of course, I got to keep me skills sharp. Plus, it is pretty fun smashing those Vehicons."

Arcee chuckled a little from Ben's remark. "Same here," She continued. "And I must admit I am quite impressed by how well you handle yourself, even when you're greatly outnumbered".

"Well, Gwen, Kevin and I are usually always outnumbered. Heck, during the Highbreed Invasion, the DNAliens outnumbered at least five hundred to one. But, despite the odds, we pulled through and save the Universe from extinction."

Arcee still found it difficult to believe that a Ben and his friends, at their age, stopped an intergalactic invasion; or has spent most of their young life fighting warlords, psychopaths, and criminals. It truly was remarkable.

"Kind of sounds similar to our dilemma with the 'Cons," noted Arcee. "Always being outnumbered, outgunned, and low on resources,"

Ben's face then grew serious. "You know Gwen, Kevin, and I can really help you guys. You've seen what we can do, and what we can bring to the table."

"Our war doesn't have to be your burden" Arcee replied.

"We're not burden by it. Besides, the safety of the world depends on who wins this war. And I personally don't want Decepticons killing off humanity and taking over our planet" Ben countered. "And furthermore… letting us join you in the field with you will give you a great advantage; that I can guarantee."

"Perhaps… but… we don't want to risk any of getting hurt… or…"Arcee trailed off.

Ben sighed. "Arcee, you do know that when you left Gwen, Kevin, and I in that room on the _Nemesis_ , that we were engaged by over eighteen Vehicons in total, and we came out of there with barely a scratch. My point is, we can fend for ourselves, and we have been doing that for a long time".

Arcee was silent, mulling over Ben's words. He did have a good point. From what she's witnessed so far, Team 10 (although young) were a very powerful trio. Ben having an alien arsenal at his control, Gwen having control over mana, and Kevin being able to absorb anything he touches and morph his limbs into weapons. Whether she liked to admit it or not, Team 10 was a well-balanced fighting force, maybe even more powerful than Team Prime.

Having them on their side would be the greatest advantage the Autobots would have over the Decepticons.

"I see your point." confessed Arcee. "Besides, Optimus is already considering letting you guys accompany us on missions, but only if it's required".

Ben smiled and shrugged his shoulders. "I can see his logic there. Now all we need _is_ a mission".

"So…what are you going to turn into today in the SAFE? Humungousaur? Jet Ray? Swampfire? Diamondhead? Heatblast?" Arcee asked interested in what she would see from Ben today.

Arcee, and usually Bulkhead and Bumblebee would watch Ben, Gwen, and Kevin fights against the hordes of hard-light copies of Vehicons. Though Gwen and Kevin were great, and doesn't like to sell them short, Ben was incredible! He was a wildcard. You never knew what to expect from him. And, in Arcee's opinion, that was a great advantage having over your enemy.

Also, she was intrigued and shocked by some of things he could transform into. Primus, most of those transformations could actually easily defeat or at least hold their ground against a Cybertronian, which is saying something. Well unless you're a drone, then it's nothing worth mentioning at all.

Ben glanced back down at her dashboard and grinned. "None of the above. There's someone new that I've been dying to test out."

* * *

 **Autobot Outpost: The SAFE**

Ben stood calmly in the middle of the bluish-white tiled room that was the SAFE. Looking in from a dark tinted window from the hallway was Arcee, Bumblebee, Bulkhead and Gwen and Kevin. Ben had informed them that he would be transforming into something neither of them had ever seen, which quickly peeked their interest and curiosity.

Outside the SAFE, Arcee stood by a secondary control panel, ready to activate the hard-light simulator when Ben was ready.

She pressed the inter-com button on the panel, she said, "Okay Ben, I'm about to activate the training exercise so get 'suited' up."

"On it," Ben smiled, anxious to finally use his new form, and to see the looks on everyone's face when they see him.

In the same order as always, he pulls up his sleeve, and taps the Omnitrix faceplate. He places his middle and index finger on the side of the green holo-ring, searching for the alien he wanted. A grin took shape on his lips as he spotted the new head icon on the playlist. He taps the head symbol, causing the faceplate to slide back, thus letting the core to extend out.

He reflexively slaps it back down, initiating a blinding green light to immerse the room. After the flash faded away, the occupants on the outside looked back, only to gasp. Shock and astonishment became evident on their facial features.

Standing in Ben's place was a forty-foot-tall Cybertronian mech. His primary colours were white with a few black highlights. His body overall was tall and lean at the waist and legs, whilst his shoulder and chest area were broad, typical for mech body shapes. The armour on his body was smooth and aerodynamic in appearance. Headlights could also be seen on the both sides of his chest.

Wheels were noticeable in his shoulder and ankle joints, another common feature for ground-based Cybertronians. Two car doors wings protrude from his back, just like Bumblebee's. Painted on each door was a bold, acidic green number 10.

His smooth, silver facial plate was smooth and actually shaped like Ben's human face minus a nose. His helm was like his colour scheme, mainly white with a couple of black stripes racing down on the left and right side. Unlike the Autobots, Ben's optics was a luminous green, gleaming with confidence. Like most of Ben's transformations, the Omnitrix dial was positioned in the center of his chest.

" **Skidmark!"** shouted Ben; his voice sounded the same with the exception of a metallic undertone.

The Autobots continued to stare in awe; amazed that Ben was now a Cybertronian. Gwen and Kevin, though not as shocked as the 'Bots, still looked on with wide eyes and incredulity.

"Nice," Kevin commented. "I was wondering when we would see this".

Shaking her helm, Arcee brought herself back to reality as she refocused on the SAFE controls. Pressing the inter-com button, she spoke, "Good looking form there, Ben. We're ready when to begin when you are".

Smirking confidently, Ben stated, "I was born ready, and for now… you guys can call me, Skidmark."

Arcee inputted the activation commands for the SAFE, in a matter of seconds the tiles of the room were illuminating brighter as a result. In an instant, a hard-light construct of two Vehicons appeared in front of Skidmark, across the room. The programmed constructs immediately deployed their triangular prism shaped blasters, and unleashed a folly of crimson blasts at Ben.

Instinctively, Skidmark held out his left arm. Suddenly, a small cylinder sprouted from the middle of his forearm as a green energy-shield manifested from it. The shield itself was circular, dome shaped, and big enough to protect all of the white mech. Energy projectiles bounced harmlessly off of Skidmark's shield.

The Autobot's optics became wide eyed from this development.

"He has an Energon shield?" Bulkhead asked.

" **I gotta admit,** **I was not expecting that"** Bumblebee whirred.

Gwen looked at the 'Bots inquisitively. "You guys don't have those kinds of shields?"

Arcee shook her helm. "No. The only Autobots who were issued with Energon shields were those in high-rank positions or in warrior class".

Kevin glanced at them confused. "Does Optimus have one?"

Arcee shook her helm again. "No, he doesn't. He did at one time, but it was destroyed. Never got around to replacing it, since they were already so few of them,"

Back in the SAFE, Skidmark gritted his metal teeth as he held up his shield, taking on the blaster onslaught. The teen hero knows that the 'Bots have blasters and melee weapons. Closing his optics, he concentrates on his abilities. All of a sudden, Ben heard the sounds of transforming and could feel his right forearm shifting.

While still holding his shield, Skidmark glanced down to see that his lower arm was now a circular barrel with green light gleaming through the seams. The human turned Autobot's grin grew larger as he eyed the weapon.

"Alright, here we go!" remarked Skidmark.

Ben swung his arm around the shield, took aim on the two Vehicons, and fired. Two green energy blasts struck direct hits on their spark chambers, promptly killing them. As they faded away, four more instantly appeared, surrounding him.

Skidmark could see that the drones made an X formation around him. A cocky grin grew on his face as he got an idea. The white Cybertronian stayed still long enough to allow the constructs to deploy their blasters and train them on him. As soon as Skidmark heard the distinctive whining of Energon cannons priming, he immediately bent his knees and jumped in the air.

He timed his jump perfect as the blasts from each drone struck each other, off-lining them instantly. As Skidmark's pedes hit the floor, a Vehicon materialized in front of him. Looking at his HUD in his optics, Ben could see what other battle accessories his body had. One caught his interest, and he knew that it would be the perfect one to try out in this situation.

Concentrating, Skidmark deactivated his shield while shifting his blaster back to an arm simultaneously. Unexpectedly, a lethal curved shaped blade extended from his right forearm. The blade was built similar to Arcee's, except the edges were a light green while the rest was silver. Also, there was one other function that separated Skidmark's forearm blades from Arcee's.

Upon deploying them, the blades began to rapidly vibrate. In swift motion, Skidmark rushed forward, reared back his right arm, and slashing his blade across the drone's neck. The vibrating melee weapons cut the Decepticon's head clean off, and like the rest, it vanished into nothing.

Without warning, three more Vehicon appeared and surrounded him as they took aim on Ben. Skidmark reactivated his shield and launched at the nearest Vehicon copy. Before any of them could fire, Skidmark reared back and slammed his shield into the 'Con, causing it to careen backwards before it hit the wall and dematerialized.

Ben turned his body and charged at the next Vehicon. This one was a bit quicker as it speedily started firing at him. However, Skidmark's shield easily deflected the blasts. The white Autobot jumped forward, brought up his pedes, and forcefully kicked the drone hard in the chest. As it fell to the ground, with Ben standing on it, he turned his attention on the third Vehicon.

Shifting his arm back to blaster mode, he took aim and fired another green energy blast. The Energon projectile hit bulls-eye on the 'Cons spark chamber.

Another ten minutes of training passed by before Arcee ended the simulator. In total, Ben (or Skidmark) had managed to kill twenty Vehicons and at least half of them with hand-to-hand combat while the rest was with his blasters.

Along with Bulkhead and Bumblebee, Arcee was again impressed with Ben. This was his first time transforming into a Cybertronian and he already knew how to access his weapon systems and use them. She was surprised to see that Ben had vibrating forearm blades. The vibration increases the cutting power, causing more damage upon collision.

True, she did spot a few errors in his fighting style, but it was nothing she couldn't help straighten out for Ben with a little sparring practice.

As the tiles light output increased, Skidmark proceeded out of the SAFE.

"I gotta admit Ben, that is one of the coolest things you've ever turned into" Kevin noted.

"I agree. This form is pretty awesome" added Gwen.

Skidmark smiled. "Thanks,"

"You did good out there, kid." Bulkhead complimented.

Ben then glanced over at Arcee, who had a sly smile on her facial plate.

"You did well. Still a few things you could improve on. If you want, I could spar with you to straighten that out" Arcee offered.

Bulkhead and Bumblebee looked at her slightly shocked. They were surprised that she would offer help to Ben, when she had seemed so hostile towards him from the beginning. Maybe she was finally warming up to him after all.

Skidmark grinned. "Sure, I would like that"

" **But how did you learn to use your weapons so quickly?"** Bumblebee asked.

Skidmark's optics slightly widened, realizing that he could actually understand Bumblebee now. _'Well I guess it shouldn't be too much of a surprise.'_ Ben thought. _'After all, I am a Cybertronian now.'_

Ben shrugged his plated shoulders. "I've never really had a problem learning any new alien-forms abilities fast. It all seems to come naturally to me"

The Autobots nodded in understanding.

"Hey Tennyson!" yelled Kevin, catching his attention. "You got a vehicle mode or what?"

Ben gazed down at the floor humming, wondering about that question too. "Hmm… you know I'm not sure" he paused as he pondered a bit further. "Hang on,"

Once again, Skidmark closed his optics as he concerted hard on transforming into an alt mode. For a moment, nothing happened. He was fixing to give up until he heard the familiar transforming noises, feeling his body shrink while his armour parts shifted. In a couple of a second, the sounds stopped as Ben successfully transformed into his vehicle mode.

Kevin and Gwen's mouths slightly gaped as they starred in wonderment.

Skidmark's alt form was a 2018 white Lamborghini Aventador 2dr cpe, with two bolded, acidic green 10's on each door. The Omnitrix dial was positioned at the front of the bonnet, right under the Lamborghini logo. Overall, it was a smoking hot, bad ass car!

While the 'Bots were impressed with Ben's alt form, they were as enthralled as Gwen and Kevin seemed to be (especially Kevin). Skidmark revved his powerful engine a few times, enjoying the overall feel of being in vehicular mode.

He noted that he had great peripheral and central vision, and also a set of scanners that can detect things all around him. It seemed similar to when he went Upgrade and merged with that Vehicon; however, actually being a Cybertronian had a different feel to it. He felt amazing and powerful.

Kevin and Gwen rushed forward, the former placing his hands on the smooth white metal, admiring the sports-car.

"Now _this_ I love!" Kevin said excitedly.

"You guys just gonna gawk or do want to go for a spin?" Skidmark asked, reeving his engines while doing so.

"Do you even have to ask?" responded Gwen.

In response, Skidmark's two doors open upward at an angle. The Anodite teen hoped in the driver side while Kevin took the driver seat.

"You three be careful" Arcee said, again catching Bulk and 'Bee off guard.

"Don't worry 'Cee, we'll be fine. We'll see you later" Skidmark replied. He shifted into reverse and backed up while turning right. Afterward, he went back into drive and took off down the corridor quickly, leaving a couple of skid marks on the floor.

When the echoing of the Lamborghini's engines faded away down the corridors, Bulkhead and Bumblebee turned their helms to Arcee and gazed at her with knowing looks.

"You're finally warming up to them, huh?" Bulkhead smirked.

"I don't see what's wrong with telling them to be safe" Arcee retorted, crossing her arms on her chest.

" **There's nothing wrong with that. But you offering to spar with Ben was what really shocked me"** inputted Bumblebee.

Bulkhead nodded. "Yeah, same here. You've never sparred with us in the past. Why did you want to train with Ben?"

Arcee was blank for a short moment, gathering her thoughts. "I… I was just offering to lend a servo. I mean, his fighting style could need some improving on… and… well I am the best suited for the job".

Bulkhead and Bumblebee looked at each other again, the former then smiled as they turned their optics back to the blue femme.

"Sure...but I have a feeling that's not the _only_ reason." Bulkhead remarked.

He and Bumblebee then strolled back in the general direction of the command center, leaving a confused Arcee. The femme turned away and looked towards the direction where Ben drove off with his friends.

She thought back to Ben's Cybertronian form. Even though she was battle hard warrior, she was still a femme. Arcee couldn't help but to acknowledge that Ben's new transformation was attractive; not that he wasn't attractive in human form of course.

Arcee's face then flushed blue. _'Well… I have to admit… for an Autobot… Ben really is a hunk. His human form isn't too bad looking either.'_

The Autobot femme froze, realizing what had just popped into her head. _'By the All-spark! Did I just admit that… Ben was…?'_

The cyber-ninja then caught on to Bulkhead drift, causing her blush to intensify.

Arcee placed a servo over her face as she let out a groan. "Ugh… oh Primus… I need to recharge".

With that said she turned on heel and walked to her quarters to get some needed rest, and to ponder on certain matters.

* * *

 **Death Valley, California**

Situated within the Mojave Desert, in Eastern California, was the lowest and driest place in North America: Death Valley. True to its name, there was hardly any life in this barren wasteland, only bacteria under rocks.

However, there was something oddly out of place. In the center of the valley, between the two mountain ranges, was a deep forged trail littered with metal debris and rubble. At the end of the carved trench was a humongous interstellar warship… or what was left of one.

The ship was shaped almost like a tune fork with a conning tower at the stern. But the split ends (or the primary fusion cannon) had collapsed in on each other. To add insult to injury, nearly the entire hull (mainly at the port and starboard side bow) was gone, revealing the damaged superstructure underneath.

Hazes of smoke could be seen rising from the edges of the crashed vessel. At the stern of the ship, where most of the exterior plating remained, there was some activity going on in the conning tower. After two weeks, the silent rooms and corridors (or what's remaining) came to life as the ship's mainframe completes it reboot.

It would've happened faster, but taking into account the damage done to the ship and circuitry, it was the best that could be done. Throughout the ship, the drones that survived the crash came back online. The bioids in the bridge immediately head to their stationed terminals to check on the status of the ship.

" _Hull damage is extensive. Over seventy percent of plating on the port and starboard bows are gone"_ A drone notifies.

" _Primary fusion cannon and weaponry systems are heavily damaged, and are inoperable"._

" _Fusion reactor, though not at optimal setting, is still operable"._

" _Mainframe is barely at fifty percent efficiency"._

" _Teleporter pad is undamaged and operable"._

The drone stationed at the terminal in the center was slightly bigger and appeared to have a black X painted on his red chest. This was the Alpha-Bioid, commander of the drones when their leader was elsewhere.

" _All is irrelevant… for the moment. Our main priority is finding our lord and master"_ The Alpha paused as he inputted some commands in a holographic monitor. _"Commencing worldwide surveillance for his signal"._

A flat map of Earth appeared on screen, with a vertical and horizontal line moved across it from side-to-side and up-and-down. After a minute, the lines stopped as the intersection of the two lines began to blink. The image zoomed in on a blinking red dot in western Utah.

" _Location found. Alpha Gigantoid squads proceed for rescue via the teleporter pad."_ The alpha drone commanded in an emotionless, monotone voice.

Moments later, in a large room with a circular pad in the center, a squadron of five drones, plated in reddish-orange armour and stood over twenty feet tall, stepped onto the pad. Upon stepping on the pad, they were engulfed in bright white light and disappeared.

* * *

 **Western Utah**

Along the Utah-Nevada border is the Deep Creek Mountains. The high mountain peaks offer a surprisingly lush oasis in the otherwise stark desert. Several streams cascade down mountain canyons and provide a great environment for a wide variety of plans and animals.

Suddenly, deep in a conifer forest at the base of the mountains, a flash of white light appeared. Standing in the wake of the light were five twenty-foot-tall machines plated is rusty coloured armour, and had three insect like legs.

The gigantoids turn towards west and proceed in that direction. They didn't have to walk a hundred yards before they came across a forged trench. They followed it for half a mile before they reached the base of the mountain, where the trough came to an end.

Using their scanners, they picked up on a familiar life signature in the rubble at the base of the mountain. The drones walked into the gulley and progressed towards piles of rocks ranging from the size of basketballs to semi-trucks.

Three Gigantoids used tractor-beams implanted in their wrists and heaved the rocks out of the way, while the two up front searched through the debris. Five minutes of moving boulders passed before the squadron discovered something… or rather… someone.

Lying at the bottom of the debris pile was their master: Vilgax. However, he had seen better days. Places on his arms were scorched while his black and red armour plating was scared and dented in various places. His size had shrunk back down to its original twelve feet.

There was a noticeable black / blue bruise in the center of his two eyes and on his right face cheek. The warlord's eyes were closed from the swelling of his black eyes. Streams of dried up blood could be seen on his face and neck. Through his damaged breathing apparatus, a less than audible groan of agony was produced.

Two Gigantoids got underneath his arms and pulled Vilgax out of the rubble. Their master was still borderline unconscious and couldn't stand, so the drone duo had to support his weight. While the other three called in the mother ship for pick-up to prepare the medical ward, the battle droid underneath Vilgax's right arm turned its helm towards its master.

" _Do not worry, master. We will have you fixed up in a hurry."_ It said in a monotone.

Without warning, the five drones and a recovered Vilgax vanished in a flash of white.

* * *

 **A/N: This is the first 'Interlude' chapter and there will be more down the road that take place in-between episodes.**

 **To explain how Ben was able to use Skidmark's abilities so quickly, the Omnitrix is designed to have the base instincts coded into the DNA, so when Ben transforms their abilities and powers become second nature to him.**

 **Well what did all think about Ben's Cybertronian form? I updated his vehicle form to that of something a little more recent but kept his robot mode the same.**

 **Next chapter: a certain colony of little Cybertronian pests has infested the Autobot base. Imaginary cookies to all who know what it is.**

 **Again, thank you for all the support you have giving me. Until then…**


	8. Chapter 8

**Ben 10: Prime Force**

 **Chapter 8: Scrapheap**

…

 **Northern Greenland**

In the barren, frozen wasteland that was the arctic, Bulkhead and Bumblebee could be seen pushing forward, fighting against the strong freezing winds of an arctic storm. At the front, Bulkhead stopped momentarily to check the Energon detector. It appeared they were getting closer to whatever was detected.

" **Are we there yet?"** asked Bumblebee.

"No, we're not there yet," replied Bulkhead, "but it should be right past this ridge, 'bee".

The two Autobots approached a steep slope and carefully slid down it all the way to the bottom. Their heavy metallic feet hit the icy ground with an audible thud. Bulkhead looked at the detector again, and was surprised to see the results.

"I don't get it. These readings are off the meter." Bulkhead said.

 **"** **Hey, over here,"** Bumblebee motioned to the left. **"I think I see something".**

Bumblebee and Bulkhead only had to take a few steps before they did indeed come across something. Looking through a patch of ice that was clear enough to see through, there was a large metallic pod buried deep within.

* * *

 **Autobot Outpost**

After recovering the artifact from the arctic, Bulkhead and Bumblebee were now seating on low concrete platforms in the medical ward. Connected to their chests were two tubes pumping in some type of liquid to warm their systems.

Bulkhead ripped off the tubes and proceeded to get up. "I told you, doc, we're fine".

In response, Ratchet pushed Bulkhead back down. "The only way to be certain you're fine, Bulkhead, is to endure standard defrosting procedures." He scolded. "You know prolonged exposure to subzero temperatures can cause permanent system damage".

"Ratchet," The baritone voice of Optimus spoke out. The medic turned to see him and Arcee walk into the command center. "Have you learned anything more of our arctic find?"

Ratchet shook his helm. "Not yet," He then walked towards a terminal that showed a live-feed of the pod in another room. "The pod can't be open while it's frozen solid".

Meanwhile, inside the room, puddles of melted ice spilled across the floor around the massive pod. Suddenly, the metal artifact began to shake, breaking off partially melted ice in the process. Cracks in the metal exterior began to take shape near the top of the pod.

Without warning, something forceful slammed into the cracks from inside. After a couple more rounds of hitting, a small silver claw sprung out from the newly opened hole.

…

Later, in the main ops center, Ratchet inputted a set of coordinates in the groundbridge controls before he pulled down the lever. The rings of the tunnel lite up as a bright, swirling greenish-blue portal opened at the end. Optimus and Arcee both stepped forward to the groundbridge.

"Arcee and I will search for any clue that may explain the origin of our arctic find." Optimus explained.

"Only until your sensors sound," continued Ratchet as he typed commands on a device. When he finished, he turned to Optimus and Arcee. "Remember, once your core temperature drops into the blue zone…" He paused as he pressed a button, causing the Autobot symbols on Optimus's arms and on Arcee's winglets to bleep and blink blue. "…system failures are likely, and imminent".

All of a sudden, the sounds of engines could be heard down the main tunnel, growing louder by the second. Finally, Bulkhead and Bumblebee in vehicular mode drone into the command center. Right behind them was a white Lamborghini Aventador, with green number 10's on the doors, and a familiar green hourglass symbol at the front of the bonnet.

When Bulk and 'Bee came to a halt, Kevin exited from Bulkhead's SUV mode while Gwen stepped out of Bumblebee's muscle car form. As soon as Kevin and Gwen stepped out, Bulk and 'Bee shifted back to their bipedal form. The white Lamborghini followed swiftly as its body broke apart, and shifted into the robot mode of Skidmark.

After waking up in the morning, Team 10 had decided to go to Jasper to eat breakfast and hang-out for a bit. When it came afternoon time, Bulkhead and Bumblebee went to pick them up.

"Did you miss us, doc-bot?" Kevin joked with a smirk.

Ratchet groaned in response. "Shouldn't they be in school?"

"Check your calendar Ratchet, it's Saturday, which means no school" Gwen replied.

"And neither of us has to work today, so… looks like you're stuck with us… for the entire weekend" Kevin added with a mischievous grin.

Ratchet only groaned once more, prompting Kevin and Gwen to snicker a bit.

"Although I like transforming into Skidmark," said Ben, "I wasn't expecting to drive myself to base today. What gives, Arcee?"

He was curious as to why she didn't show. She was always there to pick him up.

"Fact team, Ben," Arcee responded as she stepped forward, putting her servos on her curvy hips. "It's my turn for exploration duty".

"Eh, too bad" Skidmark shrugged. "It's a beautiful day outside. Wouldn't want you to feel guilty for leaving me indoors," Ben smiled astutely, hoping she would get his drift.

" _Arctic_ exploration duty," clarified Arcee.

"Indoors where it's warm then," The white Cybertronian replied, pointing to the human area.

He then slapped the Omnitrix dial, and in a familiar flash of emerald, Skidmark shrunk down and transformed back to Ben. The brunette then proceeded up to the stairway, just as Optimus and Arcee stepped through the groundbridge portal.

"Transport complete," Ratchet noted.

Unexpectedly, sparks and smoke flared out of the controls as the screen went dark, causing the groundbridge to shut off.

"By the All-Spark!" exclaimed Ratchet as he examined the damage.

As Team 10 reached their usual hang-out area, they walked to the railings where Bulkhead and Bumblebee were standing.

"So, what should we do today?" Kevin asked.

"The SAFE?" implied Gwen.

"Nah, we've already over done that" Ben point out.

 **"** **We could have a video game tournament"** Bumblebee suggested, while pumping his fists.

"Yeah, a video game tournament, last one standing wins" Gwen translated.

"Oh, you guys are so beat" Ben grinned, knowing that he had the advantage, considering he has played more times than any of his friends.

"Bulkhead! Bumblebee!" Ratchet's cranky voice called out. "I need you over here".

The green Wrecker and yellow scout walked to Ratchet's position, by the groundbridge entrance, the later slumping his shoulders in doing so. Team 10 looked at each other bewildered and shrugged before turning their attention to the couch, which now had a coffee table, TV set, and a video game console set up in front of it.

"Alright, who wants to be my first victim?" Ben grinned as he grabbed a game controller.

"We'll see about that. Best two out of three" Kevin replied, taking hold of the second controller.

Gwen was about the get the third controller, until she noticed that it wasn't there. She looked around the table and TV set, but was unable to locate the missing device.

"Hey, where's the other controller?"

"Hmm…" Kevin pondered; he then remembered where he placed it after he got the game set for the base. "Oh, it's my room, by my bedside."

Gwen nodded "I'll go get it".

The auburn-haired teen then stepped down the stairway and progressed down the main corridor of the silo, leaving Ben and Kevin to engage in a racing game.

Meanwhile, Bulkhead and Bumblebee ambled towards Ratchet. "You can't boss us around while the boss is out." remarked Bulkhead.

Ignoring Bulkhead's comment, Ratchet got straight to the point. "I need some heavy lifting. The groundbridge is down."

Both Bulk and 'Bee's optics widened in surprise and fear.

" **Did Optimus and Arcee make it through okay?"** Bumblebee asked worriedly.

"Optimus and Arcee made it through fine, it's getting them back that concerns me" answered Ratchet. He then motioned towards the entrance of the groundbridge tunnel. "Now remove those panels… chop-chop!"

…

After retrieving the third video game controller from Kevin's quarters (and placing it in her pocket), Gwen was walking down the corridor, back to the command center. Suddenly, the sound of metal hitting the floor made her freeze. She looked around, seeing nothing. She then heard the distinct sounds of metal skittering.

Gwen closed her eyes and concentrated. When they reopened, her eyes were illuminating a lustrous pink. The Anodite teen tried detecting for any mana or Cybertronian spark signatures, but found none. Cutting off her powers, she looked around once more.

"Hello?" She called out.

The only response she received was silence. All of a sudden, a screw hit the concrete and rolled across the floor over ten yards ahead of her. Gwen stepped to it and picked up the steel made rivet, looking at it curiously.

The Anodite girl walked forward, but only to trip over something and fall. She thankfully caught herself with her hands, lessening the impact. Gwen turned over and was met with quite a sight. Apparently, what she had tripped over was a four-inch-tall metal creature that stood on four, stubby legs and had two stubby arms; it also had a bulbous head, and two purple optics.

Gwen stared at the small peculiar creature inquisitively, while getting back up to her feet.

"Whoa, where did you come from?" asked Gwen, although not expecting a response.

The creature took a few movements back as it seemed to examine Gwen with its big purple eyes. It then came back forward cautiously.

"Hmm…the Autobots never mentioned anything to us about pets".

Gwen then got an idea, she opened the hand that still had the metal rivet, and looked back to the tiny metal being.

"You wanna play fetch?" Gwen inquired, while slightly shaking the bolt side-to-side.

In response, the little robot jumped up-and-down and skittered around in a circle, all in a playful matter.

Gwen smiled then reared back and threw the rivet down the hallway. "Go get it boy!"

The bulbous robot moved its stubby legs quickly as it promenaded to the piece of metal. Unexpectedly, the sounds of electric whining were heard as the robot started chewing up the bolt.

"W-wait, you're gonna choke!" She protested.

However, she was mistaken as the robot easily devoured the entirety of the rivet, before it skittered back towards her.

"Or…not,"

Immediately, the little creature closed its optics as it nuzzled up against Gwen's leg. The red-haired teen couldn't help but smile at the sight. She then started moseying back to main ops center, the metal being right by her side.

"Wait till the guys see you" Gwen stated as they turned the corner.

But out of her knowledge, down the corridor she found the creature, there was piece of machinery on the wall that looked chew up, and was throwing off a mess of sparks.

…

Back in the command center, Ben and Kevin were still engrossed in their racing game. The score was one-to-one; winner takes all on this race.

"Come on, come on, you want some?" Ben muttered; his attention still fixated on the TV screen.

At the end, Ben's car crosses the finish line first, just barely though. His eyes widened as an elated expression took hold on his face.

"Oh! In your face!" bragged Ben.

Kevin's mien turned into frustration as he had to endure Ben's taunting. As the jacket clad teen started a victory dance, the lights in the room went off before coming back on.

"What the?" said Ben. "Oh great… power failure."

"Aw," Kevin replied, pointing towards the TV screen filled with static. "It wiped out our game".

With that said, Kevin got up from the couch with a satisfied smirk whilst Ben stared in disbelief.

"B-But… I was winning!" He yelled.

He eventually got over it and followed Kevin down the stairway, stepping to where the three Autobots were gathered up.

Meanwhile, in front of the groundbridge tunnel, Bulkhead and Bumblebee had already removed the panels, exposing the multitude of computer motherboards underneath. Ratchet leaned down and removed a particular one, one that had a peculiar set of bite marks on it.

"We most definitely have a problem" Ratchet noted as he held up the chewed-up motherboard, and examined it. "What could've caused this?"

Once again, the lights up top flickered on-and-off a few times before returning to normal.

"Or that?" added Bulkhead

"It might be the main grid." Ratchet insinuated. "Hopefully it isn't a substation malfunction".

"Hey guys!" Gwen's shouted in a cheery tone. "Look what I found".

Turning his gaze away from the masticated computer board, Ratchet looked at Gwen with an obvious annoyed demeanour. "We're busy" Suddenly, the medic's optics widened significantly as they spotted the little bulbous robot Gwen found, resting in her arms. "AAAAHHH!"

Bulkhead and Bumblebee soon saw the creature too, and in response, they reflexively backed up while the wrecker and scout deploying their blasters, training them on the robot. Expressions of fear and anxiety were plastered on their facial plates.

Seeing their reactions, Ben and Kevin quickly stepped in front of Gwen, blocking the line of fire. Team 10 was totally surprised from how the 'Bots were reacting.

"Whoa, whoa what's with you guys?" inquired Kevin.

"Scraplet! Scraplet! SCRAPLET!" Bulkhead screamed, shaking his blaster uncontrollably while doing so.

The trio's eyebrows both raised in confusion.

"What's a Scraplet?" Gwen asked.

"The most dangerous vermin to ever crawl upon the face of Cybertron," Ratchet answered with a visage of apprehension.

Team 10 paused for a moment, absorbing this information. They looked at each other and then turned their gaze to the Scraplet in Gwen's arms, looking at it in disbelief.

"This?" Ben chuckled a bit. "Are you kidding me?"

"You guys are giant robots!" Kevin added as he looked back at the Scraplet. "Scrappy here is…tiny".

The three Autobots still had trepidation written on their faces, not convinced whatsoever.

"You have no idea the damage that TINY thing can do!" Bulkhead argued; his body (as well as 'bee's and Ratchet's) were shaking in fear.

"Ah, he wouldn't hurt anything" Gwen said dismissively.

Trying to prove a point, Gwen removed her arm from around the Scraplet's head, causing its purple optics to flutter open. The small machine immediately focused its gaze on the three Cybertronians standing before him.

Suddenly, to the shock of Team 10, the Scraplet's mouth opened wide, revealing a set of sharp metal teeth that rotated around like a drill, and produced an electric grinding noise. The Scraplet jumped out of Gwen's arm and skittered across the floor, on a straight path to the Autobot trio.

Bulkhead and Bumblebee both took aim, but due to their shakiness, they both messed. The Scraplet jumped onto 'Bee's leg and started eating his shin plating, causing the yellow scout to fall down. Team 10 stared in shock as the little robot chewed up a trail on Bumblebee's yellow shin-guard.

Bumblebee grabbed the Scraplet, intending to crush it; however, it ate straight through his servo. In outright fear, he swiftly slapped the creature away. After rolling on the floor a few times, the Scraplet quickly regained its bearings, and was fixing to charge after Bumblebee again.

Suddenly, a pink energy disk collided with the Scraplet, reducing it into tiny fragments. Gwen's mana lite hands then returned to normal as she rushed to Bumblebee's aid.

"Whoa," remarked a stunned Kevin. "I did not see that coming".

"I'm sorry, Bumblebee!" apologized Gwen.

" **It's alright, Gwen. Don't sweat over it"** Bumblebee replied.

Gwen turned to Ratchet, worry on her mien. "Is he going to be okay?"

Ratchet scrutinized Bumblebee's wound for a couple seconds before looking back at Gwen.

"Only a mesh wound, he'll live" Ratchet assured.

"Now do you believe me?" continued Bulkhead. "All Scraplets do is disable machinery, and eat anything metal…especially living metal."

"Well…bug crushed so…game over, right?" Ben asked as he and Kevin stepped closer.

"No. When it comes to scraplets, there's never JUST one" Ratchet paused, turning his helm towards the main corridor. "And I fear I know how they got in here".

…

The present occupants at base were inside the room where they had left the large, metallic pod to thaw. The ice was gone and flowing into drains on the concrete floor. Ratchet was examining a large hole in the middle of the pod; it appeared to have been forced open from within.

"It's a trap. A Scraplet trap," Ratchet clarified.

"Um… more like… _was_ a Scraplet trap." Bulkhead said anxiously.

"It was most likely ejected into space eons ago." Ratchet explained. "Only for it to wind up in the arctic, where the sub-zero temperatures kept them in stasis".

"Until we brought them to thaw," noted Ben.

"Now they're wide awake and ready for munch" Kevin added.

"So…how many are we talking about?" Gwen asked.

"Thousands," Ratchet answered. His demeanour then became grimmer as he continued, "The power malfunctions and groundbridge damage are sure signs that their infestation is well underway".

* * *

 **Arctic**

The cold, blistering wind continued to blow hard across the arctic region, carrying loads of icy mist and snow along with it. Currently, Optimus Prime was carefully climbing down very steep icy slope. As he continued his trek downwards, the Autobot symbol on his arm started blinking blue and emanating a series of beeps.

He pressed a finger digit to the side of his helm to activate his com-link. "Arcee, what is your status?"

From the top of the ice mesa, Arcee was proceeding to climb down until the symbol on her winglet went off too. "My signal is going off. Guess we should call in base before things get chilly" Arcee replied.

"Optimus to base, our core temperature readings have reached the blue zone. Prepare to activate the groundbridge".

All he received through the com-link was static, which took him by surprise. Their situation then began to sink in, and Optimus soon realized that if they couldn't contact base, they would be in serious trouble.

* * *

 **Autobot Outpost**

"Ratchet to Optimus, do you read me? We have a situation" Ratchet spoke into the terminal.

All Ratchet received was static. Not a moment later, the images and depictions on the three large monitors up front disappeared as the screen turned into frizzle.

"The scraplets have gotten into the com-link system" Ratchet stated, slightly slamming his servo on the keyboard out of frustration. "If we do not eradicate these creatures immediately, they will reduce this entire base to a scrapheap!"

Team 10 stood by the railings on the platforms nearest Ratchet, whilst Bulkhead and Bumblebee stood behind Ratchet.

"Well I say we bug out of here and let them keep it!" Bulkhead responded fearfully.

Kevin turned to Bulk with a raised brow and a look of disbelief. "Really, dude?"

"Evacuation is not an option." Ratchet argued, his expression becoming more and more serious. "If we don't get the groundbridge back online stat… Optimus and Arcee will perish."

"W-w-what?" Ben stuttered, his eyes becoming wide from this dreadful realization.

"Bulkhead, you never run" Kevin stated.

"Kevin, you've never seen a swarm of these things devour a bot…I have." Bulkhead paused for dramatic effect. "They pick you apart from the inside-and-out. They go inside for the small, juicy bits first. Fuse by fuse, circuit by circuit, until there's nothing left. And I mean nothing! Not even your optics".

Team 10 looked at each other, now knowing that these things were indeed a dangerous threat to their robotic friends. Ben didn't have to ponder long on this situation. Optimus and…Arcee were out there in the arctic, possibly dying right now. If they don't dispose of those metal eating creatures soon… then Optimus and Arcee will surely die.

"Okay… now that doesn't sound good." He paused for a second as he demanded, "You have to let us help".

"Yeah, we're not made of metal. The scraplets can't hurt us" Gwen added.

Ratchet hummed as he held his chin with his right servo in contemplation. "Typically, I find your fleshiness to be your least engaging qualities. But under these extreme circumstances it would appear that your organic bodies and… other abilities… will provide us with an advantage."

"Okay then. We'll pair off. One bot, one of us," The brunette said. "I'll watch your back while you repair the groundbridge".

"And we become pest control" Kevin grinned before he and the others looked at Bulk and 'Bee.

The green Wrecker and yellow scout looked at each other, and shuddered uneasily.

* * *

 **Arctic**

At the bottom of a frozen valley, in-between high mesas on both sides, Optimus and Arcee walked at a slow pace, leaning forward to fight the strong wind. The red and blue titan placed his digit to his helm again.

"Optimus to base, do you read?"

Again, all he received was static.

He then heard an audible thud hit the ice. Optimus turned around to see that Arcee had collapsed to her knees. The wise leader came to her side and helped her up.

"Are you sure a nice drive would hurt? I hear Miami is beautiful this time of year." The blue femme quipped, but was still shaking at the core.

Optimus shook his head in disagreement. "The nearest temperate climate is too distant, Arcee. Attempting to reach it would expend too much energy…and hasten the freezing process." He then stared forward, but was lost in his thoughts. "Until Ratchet sends for us, and he will, our best option will be to seek shelter and insulate ourselves".

* * *

 **Autobot Outpost**

Bulkhead and Kevin were currently walking down a corridor; the former having his right arm blaster deployed while he had a flashlight in the other. He turned his head in each direction tentatively, being on the lookout. Kevin, however, walked casually, not really bothered by anything at the moment.

"I get to be your bodyguard, huh? It's about time we started getting some more active roles around here." Kevin commented.

"Gwen said she found the first one here, right?" inquired Bulkhead.

Right on cue, the lights in the hallway went off, blanketing the duo in darkness. The green Wrecker couldn't suppress the urge to do what Kevin definitely never expected.

"AAAAHHHH!" He screamed girlishly.

A second later, the lights came back on. Kevin glanced at Bulkhead with an 'are you serious?' expression.

"Did you just scream like a little girl?"

"No," He replied defiantly. But his defiant mien soon faltered into nervousness. "Maybe… ugh… can we talk about this later."

Kevin's brow rose before he then shrugged his shoulders, and continued down the passageway. Bulkhead and Kevin soon reached an intersection and turned right. The messy haired teen glanced behind him, only to see his friend was still shaking and looking around him constantly.

"Keep a sharp eye out, Bulkhead" Kevin advised.

All of a sudden, Bulk's audio receptors picked up on the distinctive sounds of metal skittering. He shined his flashlight to the ceiling, trying to see through the apparatus of cables and machinery running along it.

Kevin, who took no notice of the slightly metal skittering, looked back, and said, "just remain calm, big guy".

Unsurprisingly, Kevin's words went ignored as the hulky Autobot fired a couple shots into random spots in the ceiling. As a result, a folly of metal cables collapsed from the ceiling and swayed across Bulkhead's body.

"AAAAWWWW!" Bulkhead shrieked, trying desperately to knock the cables away.

Kevin gazed on in disbelief. "Okay… wish I hadn't seen that" He noted. Kevin's demeanour then grew more serious. "Bulkhead! You're fine! They're just a bunch of cables".

The wrecker stopped, taking a second to examine the cables, and realized that Kevin was right. A sheepish smile grew on Bulkhead's face as he pushed them off of him.

"Uh…whoops," Bulkhead stated embarrassedly.

Suddenly, audible metal skittering could be heard, and before the duo knew it, a swarm of scraplets rained down from the hole in the ceiling all over Bulkhead's body.

"AAAWWWW!" screamed Bulkhead, swiping his servos across his arms in an attempt to get the scraplets off his body.

Without thinking, Kevin rushed to the wall and touched a metal pipe running up and down the wall. His body was instantly covered in dark silver metal. Kevin morphed his right fist into a sledge hammer and the left one into a baseball bat.

"Hang on, big guy!" Kevin yelled while leaping into the air and onto his huge left arm.

The Osmosian teen started smashing scraplets with his hammer arm and swiping them away with his bat arm. For a while, it appeared that Kevin was winning. He had successfully either destroyed or knocked away most of the scraplets teeming on Bulkhead. Nevertheless, the victory was short-lived as the other scraplets honed their optics on Kevin.

They could see that he was pulsing with colour, much like Bulkhead. In response, their mouths opened wide as their serrated teeth began rotating like drills and swarmed all over Kevin as well. The metal covered teen was knocked off the green Autobot and onto the ground by the hordes of scraplets swarming over his body.

Kevin let out painful cries as the little creatures bit into his armour. Barely a few seconds passed and the scraplets had already devoured most of Kevin's metal skin on his chest, torso, and legs. He tried kicking them and swiping them off, but they quickly returned to continue their feast.

"AAAWWWW! They're eating me!" shirked Kevin as he kicked across the floor.

"Kevin! They eat metal! Absorb something else!" Bulkhead managed to say before he continued screaming.

A freight train of realization hit Kevin. Smiling sheepishly, he replied, "R-right…I forgot".

The Osmosian hastily dropped his metal armour, much to the disappointment of the scraplets. After coating his body in concrete armour from the ground, Kevin morphed both hands into baseball bats and jumped back onto Bulkhead, smashing and hitting the little creatures.

As the number of the swarm lessened, Bulkhead regained a bit of his composure and started blasting at them. While he was shooting, he glanced back at Kevin with a smirk. "Did you scream like a little girl?"

Kevin's brow furrowed from aggravation and embarrassment "Not a word, to anyone".

…

In another part of the base, Gwen and Bumblebee ambled vigilantly down a corridor. Bumblebee had his blaster deployed and was scanning around him regularly. Gwen held out her right hand and lit it up with mana, providing some light in the dim lite corridor.

However, she was also trying to see if she could actually track the scraplets. Unfortunately, it was proving to be futile. She later summarized that since the scraplets were machines and had no sparks like Cybertronians, her mana would be unable to trace them.

The duo approached an intersection and turned down another corridor. At the end, they could see a large circular vent, big enough to where a Cybertronian could crawl through. They promenaded towards it cautiously. Upon reaching it, they could see places in the vent that looked to be chewed out.

Bumblebee motioned for Gwen to step aside, which she did. The scout shifted his blasters back to servos, grabbed hold of the vent, and pulled it off the wall. As soon as he did, Bumblebee re-deployed his weapons whilst Gwen lit up her hands with mana.

After a couple of seconds, 'Bee lowered his guns as Gwen lowered her arms; both stared into an empty shaft. Suddenly, they could hear the familiar sounds of electric drilling. They glanced behind them to see the noises were coming from a vent in the floor.

Without warning, the vent was immediately devoured by a group of scraplets. The hordes flew into the air and swarmed towards Bumblebee. Immediately, Gwen threw up a mana shield that stretched from wall-to-wall and floor-to-roof. The bulbous head creatures pinged off the shield, but continued relentlessly to get through.

"Bumblebee, I'm gonna open a port hole so you can fire at them. I'll keep this shield up as long as I can" Gwen said.

The yellow Autobot nodded in understanding. He stepped toward the shield to see a port hole, big enough for him to stick his blasters out, appeared before him. Bumblebee speedily put his cannons in the opening and began shooting away at the scraplets.

…

Back in the main ops center, Ratchet was kneeling by the opened panels in front of the groundbridge, working frantically on repairing it. Ben stood to the side with his arms folded, occasionally looking around the massive room for any sign of Scraplets. He had been standing there for over fifteen minutes, and was becoming impatient.

He looked over to Ratchet. "How's it coming over there?" implored Ben.

"Hmph… I repaired the damaged conductors, rerouted the central conduits, but the groundbridge still won't receive power!" Ratchet answered, venting his anger by punching the floor.

Ben was about to respond until he heard the sounds of metal skittering. He immediately turned around, searching for the source. His eyes looked up to see dozens possibly hundreds of scraplets crawling on the wall. Their purple optics soon honed in on Ratchet's metallic form.

In response, their mouths opened wide while their teeth started spinning. To Ben's shock they jumped off the wall and began soaring towards Ratchet.

"They fly… you never said they could fly!" Ben yelled.

The medic didn't have time to respond as the mass of scraplets swarmed over him and began eating away at his armour. Ratchet fell to the floor, shrieking as he tried to swipe away the scraplets, but there were just too many.

Ben's eyes widened, seeing as he was in deep trouble. He quickly pressed the Omnitrix faceplate and scrolled through the playlist. When he found the head icon he wanted, he was attempting to press it before a few stragglers from the swarm collided with his back, causing Ben to stumble and fall over.

As he caught himself, out of Ben's knowledge the Omnitrix list scrolled past the alien he chose and onto a different one. Without looking, the brunette tapped the icon, and as soon as the core popped out, he slammed it back down.

A bright flash of green consumed the command center. As the light died away, standing in Ben's place was what appeared to be a nine-foot-tall, orange, bipedal tailless tiger. Its chest and shoulders were broad as its arms were incredibly muscular. Protruding out from the top of each hand was a long black claw.

" **Rath,"** roared Ben.

Rath looked himself over for a second, his angry expression intensifying. "Let me tell yah something new Omnitrix, after months of working right, why do you have to mess up now?!"

"Ben!" screamed Ratchet as the scraplets continued to overwhelm him, and gobble down parts of his metal armour. "Do something!"

Rath turned his gaze back to Ratchet, and narrowed his green eyes at the bulbous headed creatures. "Right," muttered Rath.

Rath bent his knees and leaped high in the air over a thirty-yard distance and landed on Ratchet's squirming form. Angry grunts emanated from the Appoplexian as he swiped away, kicked, or crushed the scraplets with his bare hands. Rath was taking a toll on them, considering at least dozens of crushed scraplets were scattered across the floor; however, there are just too many for Rath handle alone.

Still standing on Ratchet's chest, Rath crushed two scraplets in his hands and swipes away a few trying to eat at the medic's midsection. Even though Rath had held the lot of them off, the CMO of Team Prime's body was still covered in bite trails and missing parts in various places.

Rath growled furiously as the hordes of tiny machines continued to advance on him and Ratchet. "Let me tell yah something Scraplet swarm, designed specifically to devour metal, Rath does not appreciate it when you try and eat Rath's friends. It makes Rath angry, I mean angrier… ugh whatever!" yelled Rath, pointing an accusing finger at swarm.

"BEN!" screamed Ratchet as he knocked a few scraplets off of his arms, only for them to come back and resume their eating. "For the love of Primus, please turn into something more useful!"

Rath glowered, but didn't make any snappy comeback. "Fine," he growled. "Rath was through with them anyway".

He slapped the Omnitrix dial on his chest, and in a flash of green, Rath was replaced by another transformation. This alien stood six feet tall and its skin was primarily yellow and black. It has two crab-like claws for hands and its shoulders are broad and form an arch. The being's head is shaped like a skull, has a yellow eyebrow-like crest, and levitates in-between the arch of its shoulders.

" **Lodestar,"** Ben shouted, his voice now sounding scratchy and metallic.

 **(A/N: This is Lodestar from Omniverse, so keep in mind his mouth moves when he talks.)**

Lodestar examined himself for a short moment. "Alright, I can definitely work with this!" He then turned his gaze to the swarm of scraplets devouring Ratchet.

He immediately held out his right claw, and promptly, green magnetic waves emitted from them. To Ratchet's shock and utter relief, the scraplets were pulled away from his body. Using his magnetic abilities, Lodestar was able to extract all the scraplets on Ratchet and magnetize them together in a big Scraplet ball.

The Biosovortian then glanced the other way to see more Scraplet hordes coming straight for them. Holding out his other claw, Lodestar magnetizes them too and is able to pull them into the ball he already has made. Now, floating in the air is a massive sphere of scraplets, stuck together with no way out.

Ratchet grunted painfully as he rolled over on his front, and used his arms to steadily lift himself up. He stared at the Scraplet ball with wide optics.

"H-h-how did you… do that?"

Lodestar turned to him, while still keeping his arms out. "Simple. I just used my magnetic personality." Ben looked back and narrowed his eyes at the destructive, little creatures. "Now, I believe it's time to end this petty skirmish".

Lodestar crossed the magnet waves from both claws, and as a result, the magnetic pull began to easily rip apart the scraplets. One by one, dozen by dozen, the little bulbous head creatures were reduced to scrap from the extreme magnetic forces. Soon afterward, Lodestar released the ball, causing hundreds of dead scraplets to pile up in the command center.

The yellow and black Biosovortian looked at the pile with a smug grin. "Ha, problem is solved"

Just as he finished his statement, another multitude of scraplets swarmed into the room from the air, and flew in circles above them. Lodestar's mouth dropped a bit, shocked to see this swarm outnumbered the last by hundreds.

"Of course, I could be wrong." Lodestar admitted.

Hearing the sounds of footsteps, his attention was then drawn to the main tunnel entrance. Bulkhead was limping out with scraplets bites all over, and portions of his armour gone. Bumblebee was next; however, he had a lot less injuries than Bulk did. Gwen stepped in, and behind her was Kevin, attired in concrete armour.

"Ratchet, get the first-aid kit. I'm leaking Energon fast" Bulkhead then glared at Bumblebee, who merely shrugged. The former clearly jealous that he didn't have as many bite marks as he did.

Before anyone could remark, the swarm of scraplets from above came soaring down, heading on straight paths to the three Autobots. Lodestar held out his right claw trapped most of them in a magnetic ball like last time. The others were left to handle the rest, which despite Lodestar's efforts, was still a good sum.

Seeing the incoming threat, Gwen hastily held out her hands, and summoned a dome of mana to cover her, Kevin, and the Autobots. The scraplets bounced off of the shield, but still continued their onslaught.

Gwen glanced behind her. "Guys, I'm gonna do the same thing I did with Bumblebee. I'll open port holes in the shield that will allow you to shoot at them." She then turned to look at Kevin. "Kevin, since you're not covered in metal, I'm gonna let you out and offer Ben a hand in destroying these things".

Kevin nodded in agreement. Quickly, Gwen opened a door in the shield which the Osmosian instantly rushed out of. She closed the opening and made port holes for Bulkhead and Bumblebee to step forward and begin firing at the scraplets.

With Lodestar's magnetism, Gwen's mana, Kevin's concrete armour, and the 'Bots firepower, the massive swarm's numbers began to dwindle.

* * *

 **Arctic**

High speed winds continued to gust across the arctic landscape, carrying snow and sub-zero chill factors with it. Optimus and Arcee were both taking shelter behind a lift in the ice that protected them from most of the freezing winds. Though it did provide relief from the arctic gusts, they were still cold, and their armour was starting to freeze over in places.

Optimus glanced to his left to see Arcee had her legs pulled up to her chassis, and her helm resting on her knees. He could tell that she was sleeping.

"Arcee, wake up." He said sternly.

Arcee's helm shot up, starting to regain a bit of her wakefulness. "Huh… uh… oh, sorry… just resting my eyes," complied a fatigue Arcee.

"The longer we remain alert, the longer we remain alive" Optimus stated.

"Would do you suggest?" asked Arcee. "Oh wait, how about a game? Let's play… who screwed up back at base."

"Our predicament could be the cause of a simple malfunction" Optimus suggested.

"Caused by Bulkhead," continued Arcee. "Let's see… no com-link and maybe even no power. The big lug probably tripped over a cord, he's never been too graceful" The blue femme paused as she pulled her legs even closer to her body. "Remember when we first arrived on Earth, and Bulkhead walked into those power lines?" She chuckled a bit in remembrance of that memory. "Who knew he could dance like that?"

"Bulkhead may be too… large for this world, but his inner strength is without bounds. One should not be measured by size alone" Optimus said astutely.

The two were left in silence; Arcee sat there, taking in Optimus's wise spoken words.

* * *

 **Autobot Outpost**

The battle with the Scraplet horde had lasted ten minutes. Thanks to Gwen's mana shield, Bulk, 'Bee and Ratchet had avoided sustaining more injuries. And thanks mostly to Lodestar, Kevin, and the 'Bots firepower, they successfully managed to eradicate all the scraplets. Lodestar had just finished gathering up a few stragglers and using his magnetic powers to crush them.

Gwen let down her shield to her body rest, the 'Bots followed in example as they slumped down on the floor, leaning against the human platforms, and groaning in pain. After making sure all the scraplets in the room were dead, Lodestar transformed back to Ben while Kevin let down his armour.

"Did we get them all?" asked Ben.

To answer Ben's question, the skittering sounds of thousands of metal feet could be heard emanating down the multiple corridors of the base.

"Hardly," scoffed Ratchet. "These were just scouts."

" **Oh no,"** Bumblebee whined, letting his head fall back.

"So…the rest of them know we're in here?" Bulkhead asked weakly.

"And if we allow ourselves to become their next meal, Optimus and Arcee will never make it home. We must get the groundbridge operational" Ratchet replied determinedly.

"Then we can use the groundbridge to send them anywhere on Earth." Gwen offered.

"Why not the arctic?" suggested Ben. "You told us that they don't do cold"

"And if that doesn't work, you could always go Big Chill." Kevin added, referring to Ben.

"Hmm… given the body mass of the scraplets, sub-zero temperatures should freeze them on contact. Now think Ratchet… the only way the groundbridge could not be receiving power… is if there's a breach in the Energon fuel line" Ratchet concluded, his face lighting up from realization.

"If we weren't breaching," Bulkhead noted. "Problem is how do we get one of us back there to fix it?"

"Tell us where it is and we'll take care of it" Ben demanded, his, Gwen and Kevin's faces portraying seriousness.

…

Team 10 walked down a narrow corridor that had a huge pipe running down the right side. This was the Energon fuel line that provided power to the groundbridge. They made sure to walk carefully, not to disturb the groups of scraplets littering the hallway. Kevin especially made sure to be cautious around them.

"Remember, we're not made of metal…" Ben paused as he looked at Kevin with a sly smile. "Unless of course you absorb some metal Kev then you're pretty screwed".

Unexpectedly, Kevin shuddered, recalling the incident that happened earlier with Bulkhead and a swarm of scraplets. Both Tennyson cousins glanced at their Osmosian friend sceptically.

"Kevin, you okay?" asked Gwen.

"Y-y-yeah, I'm fine." His eyes then caught something ahead. He pointed towards it, and said, "There's the breach."

They looked forward to see blue liquid leaking out of the bottom of the pipe. Team 10 rushed forward and examined the gash. Kevin knelled in front of it and placed his hands on the pipe. He closed his eyes and he concentrated. Miraculously, the metal around the gash began to expand until it was promptly closed, sealing the breach.

"There, good as new." Kevin smiled.

"Now we need to get back to the command center before the scraplets do." Ben said.

Suddenly, a flying horde of scraplets passed by the trio and resumed down the corridor at fast speed.

"They're getting ready to feed!" Kevin shouted.

"Oh no they're not," Ben stated.

He swiftly activated the Omnitrix, scrolled through the library until the found the alien he wanted, and slammed it back down.

A flash of emerald engulfed the corridor, when it died down; standing in Ben's place was something Gwen and Kevin did not expect. It was a four-foot-tall blue lizard-like reptile that stood on four feet. Its legs, back, and arms were attired in tight black clothing while its white shelled chest was exposed, with the Omnitrix dial on it. Four pointed, blue spikes started from his head and went down his spin. Its reptilian face was blue and had black streaks around its green eyes.

" **Articguana,"**

 **(A/N: This is Articguana from Omniverse)**

The blue lizard immediately leaped forward at an incredible distance and height. In mid-air, Articguana inhaled deeply and exhaled a blast ray of cold. The bluish-white breathe caught up to the back of the swarm, and instantly froze them. However, a good number of scraplets escaped the freeze ray and were still heading towards the main ops.

As soon as Gwen and Kevin caught up, Articguana turned back and said, "You guys stay here and crush these frozen bugs before they can thaw. I'll take care of the rest".

Leaving no room for argument, Ben ran down the hallway at a quick speed the Anodite and Osmosian didn't think he was capable of.

* * *

 **Arctic**

Optimus and Arcee continued to lay in the snow, losing their energy rapidly; both coming closer to death by the minute.

"You know the worst part, after battling 'Cons all these years, smacked down, shot at, blown up… this is how are lights go out?" Arcee said weakly, slowly inching towards unconsciousness.

"Arcee," Optimus said gravely. "This may not be the finish that we had planned. But… if this is indeed the end, if we are to become one with the All-Spark,"

Arcee reached out her left servo and placed it over Optimus's larger servo. He, in turn, turned his hand upside, able to hold hers tightly.

"It's been an honour serving with you, Optimus Prime" Arcee proclaimed.

The femme, at that moment, believed that this was the end. There were so many things she wanted to do and see. For example, would Team Prime finally end the war with the 'Cons along with their newest additions in Team 10? Would they ever live to see Cybertron restored to its former glory? And… more personally… how would her relationship with Ben turn out?

Would it remain as a friendship… or perhaps… grow into something else?

Well, it appeared that Arcee will never get to know. Sadly, she shut off her optics, awaiting her fate.

' _So many things I wanted to do and see…but at least I'll be reunited with my sisters, Tailgate, and Cliffjumper in the All-Spark.'_ Arcee thought.

Her thoughts then drifted to Ben. Even though she had only known him for a couple of weeks, Arcee could already feel some connection with him. She didn't know what is was, but she had hoped to find out later down the line. Unfortunately, that moment would never come.

' _I'm sorry Ben…'_ The blue femme said inwardly, just before she passed out.

* * *

 **Autobot Outpost**

Articguana rushed into the command center from the main corridor. He looked up to see the humongous Scraplet swarm flying in circles overhead Bulkhead, Bumblebee, and Ratchet like hungry vultures. The Polar Manzardill quickly jumped all the way from the floor to the railing of the human center.

He looked up and narrowed his eyes at the metal eating vermin.

 _'No time to open the groundbridge and send these things through. No need though, I can already produce temperatures colder than the arctic anyway.'_ Ben thought.

"Time to cool these pests down" Articguana quipped.

Ben reared back his head as he inhaled deeply, and finally exhaled another ray of sub-zero temperatures. The freezing blast reached the scraplets position at the top of the ceiling. In seconds, the top of the mesa and rafters was instantly covered in deep sheets of ice. The Scraplet swarm was promptly frozen within the ice, locked in stasis, each and every one of them.

"Now that was cool." Ben remarked.

"Ugh…" Ratchet groaned as he struggled to get to his feet. "T-the breach?"

Articguana eyes widened, he was so focused on the scraplets he forgot to tell Ratchet the rupture in the fuel pipe was sealed.

"The breach has been fixed; fire up the groundbridge now!"

The fatigue medic steadily got to his pedes and pulled the lever down, only to collapse face forward. At that moment, Gwen and Kevin sprinted back in the main ops room. Their attention was drawn to the icy ceiling above for a moment, and then averted to the working groundbridge.

Articguana leaped off the railing and right at the entrance of the portal. Gwen and Kevin rushed up behind him and stopped, staring at the vortex with anxious and worried miens. A minute passed, and nothing came through. Ben was starting to get really apprehensive.

"Something's wrong. I have to go get them!" said Articguana.

"No, wait!" Gwen asserted, pointing towards the swirling colourful portal.

Like a miracle, Optimus and Arcee slowly limped through the bridge, both covered in snow and ice and appeared to be fairly weak. Team 10 couldn't help but smile out of relief, though they were both closed to freezing to death, they were still alive. The same could be said for the other Autobots who could've been eaten today, if it weren't for the super-powered trio.

…

Hours later, (after the scraplets had been swept up and disposed of) Team Prime was in the medical ward, recovering from their injuries, whether it be frost bit or Scraplet marks. To hasten the recovery process, Ben had turned into Upgrade and merged with the medical equipment. Gwen tried using her mana to help heal the 'Bots, but as was expected, her powers had no effect in healing them. Though the Autobots were sentient, they were still machines and made of metal.

Currently, Upgrade was merged with a piece of medical equipment plugged up into both Arcee and Bumblebee, who were lying on berths. The upgrades made to the machinery allowed him to help both 'Bots in unison. Kevin was typing on a laptop that was hooked up to Bulkhead, while Gwen was checking on Bumblebee's status.

Bulkhead leaned against the wall whilst Ratchet and Optimus sat on concrete slabs along the human platforms, monitoring Team 10's work.

"Check bio-metric readings," ordered Ratchet.

Kevin studied the results on the computer screen before turning back with a thumbs-up. "Levels rising, doc,"

"Excellent," Ratchet then turned his gaze to Gwen and a black/green piece of machinery with tubes connecting to Arcee and 'Bee. "Upgrade, Gwen how are Arcee and Bumblebee statuses?"

"Core temperature returning to normal and vitals are stabilizing" Upgrade diagnosed.

"Yep, though I can't help heal you guys, I can still tell when your bodies are getting better, and they are" Gwen informed.

"Good work," Ratchet appraised.

"Perhaps you should get some rest, old friend." Optimus advocated. "You saved a lot of lives today".

"It…wasn't all my doing." Ratchet replied modestly, looking at Team 10 as they continued working on the rest of the team. "We are just fortunate that this infestation happened on… a Saturday."

"Though our friends may be small, they are still strong" Optimus asserted humbly.

"Yes, and their… unusual abilities did give us quite an advantage over the scraplets. If it weren't for them… well… then you and I wouldn't be here having this conversation." Ratchet implied.

Optimus was silent for a moment, pondering over a specific topic. "Hmm…perhaps it is time that I consider allowing our three young friends into the field. Though it will put their lives in danger, they have proved themselves time and time again that they are ready for the challenge".

Ratchet smirked. "Starscream and the 'Cons better watch out then".

* * *

 **A/N: Chapter 8 is done and dusted. I'm sure Ben could've easily gone Big Chill or even Ultimate Big Chill and stopped the infestation quickly, but where's the fun in that?**

 **Please leave any comments, suggestions, and critique in the review box. Until then…**


	9. Chapter 9

**A/N: I would like to apologize for the wait. School has just started back up and it's the usual stuff, homework, exams, etc. Chapters won't be coming as frequently as last week. Thought I'd give the audience a heads up.**

 **Anyways, before I continue, Omniverse aliens will be making an appearance in this story.**

 **Again, I'm sorry for the wait, and I just wanted to say that I greatly appreciate your support. Thank you all.**

 **Now, on with the story.**

* * *

 **Ben 10: Prime Force**

 **Chapter 9: Con Job**

…

 **Autobot Outpost**

It was morning in Nevada. The horizon was a warm yellow as the bright orb that was the sun rose higher into the sky; the clouds were various shades of dusty pink and purple. This landscape was filled with desert mesas, plateaus, and canyons. One of these mesas specifically is a former missile silo that now serves as the base of operations for the Autobots and the temporary home for Team 10.

Inside the base, Bulkhead and Kevin strolled down the main corridor and into the command center. Kevin walks by Bulk's right side at a safe distance, carrying a red tin toolbox. Oil and sweat stains are noticeable on Kevin's face, shirt, and jeans.

"Hooh, okay… all the damage caused by the scraplets is repaired" Kevin said. "Now, how 'bout we go for some dune-bashing, huh?"

"Hmm…I don't know, Kev. Last week I spent a week getting sand out places I didn't even know I had," The wrecker then noticed the somewhat disappointed mien on his friend's face "But there is a monster truck rally in town".

This immediately brought a grin to the messy haired teen. One thing he and Bulkhead shared was their passion for crushing things, or watching things get crushed. Either way it was still pretty fun.

As the duo entered the main ops, they noticed the other 'Bots gathering near Ratchet who was standing by the terminal as usual. Ben and Gwen were in human center, leaning on the railing nearest to Ratchet's position, starring at the three large monitors.

"Optimus, I'm receiving a signal on a restricted band," The medic notified, turning his helm around to face his leader. "It appears to coming from a starship inside this solar system," He typed a few commands into the keyboard to gain some better understanding on the ship. He almost gasped when the results came in, "It's an Autobot identification beacon".

Ben turned his attention from the monitors to the Autobots, "there are other 'Bots out there?"

"There were hundreds scattered across the galaxy when Cybertron finally went dark," Arcee answered. Then her expression grew more serious. "But…'Cons have been known to bait traps with false beacons".

Hearing that fact, Optimus turned his gaze back to the screens. "Unknown vessel this is Autobot Outpost Omega-1, identify yourself."

For a second, there nothing but static, until a male voice replied, _"I've had warmer welcomes from Decepticon combat brigades."_

Suddenly, after hearing that voice, Bulkhead's optics widened as his demeanour became more elated.

"Wheeljack?!" The green Wrecker laughed a bit as he stepped closer to the monitors. "You old 'Con crusher what are you doing all the way out here?"

" _Bulkhead? Is that you?"_ The bot known as Wheeljack asked. _"What's with all the security?"_

"The rock we're on is crawling with 'Cons. How soon can you get here and even the odds?" inquired Bulkhead.

" _Sometime tomorrow, if I put metal to the pedal,"_ Wheeljack replied.

During the exchange, Kevin had made his way up to the human area, and kept close to the railing near Bulkhead. Ben and Gwen, seeing their friend covered in oil stains, kept a relatively good distance away from him.

"Another 'Bot's coming here, huh… how cool is that?" Kevin noted with a smile.

"Wheeljack," Optimus said, recalling what info he possessed of the well-known Wrecker. "I know him from reputation only," He looked to Bulkhead. "Can you verify his voiceprint?"

"He is one thousand percent the real deal, Optimus." Bulkhead answered excitedly.

The Autobot leader nodded before turning back to the monitors. "We will send landing coordinates, Wheeljack. Safe journey".

"See yah soon buddy! I'll make sure you get a proper welcome" Bulkhead added before the transmission was shut off.

Arcee stepped toward Bulkhead and asked in a teasing matter, "So who's your boyfriend?"

"Ha-ha, me and Jacky go way back. We were part of the same war unit, the Wreckers!" Bulkhead responded, smashing his fist together for emphasis. "Which means the 'Cons are gonna wish he never found us".

* * *

 **The** ** _Nemesis_**

The Decepticon warship glided high in the morning sky, through the thick accumulations of pinkish-purple clouds. Inside the bridge, Soundwave stood behind Starscream, replaying a transmission he picked up on earlier.

" _Wheeljack?! You old 'Cons crusher what are you doing all the way out here?!"_ Bulkhead's voice replayed.

" _Bulkhead? Is that you? What's with all the security?"_ Wheeljack's voice replayed.

" _The rock we're on is crawling with 'Cons. How soon can you get here and even the odds?"_

" _Sometime tomorrow, if I put metal to the pedal,"_

As the message replayed, various scans of known Autobots shifted on Soundwave's visor until it finally stopped a specific scan of a mech.

"A war hero, hmm," Starscream stated, and then looked at the floor contemplatively. He knew that if the Autobots were allowed to extend their numbers by even one, it wouldn't bode well for the Decepticon cause; especially with those three super-powered flesh bags now in their ranks.

In the past three weeks since Megatron's demise, Soundwave scanned through the video surveillance on the _Nemesis_ , and discovered just how the Autobots were able to break in and rescue their human prisoner, Special Agent William Fowler. He also found some other things that immediately startled Starscream, and even shocked Soundwave a bit.

On the video feed, alongside the Autobots, were the raven-haired human male and the auburn-haired human female that Soundwave encountered at the Size-Array. The male was completely covered in green metal armour and appeared to be able to morph his limbs into tools, and tear their Vehicon troopers apart easily. The female appeared to be able to summon unknown energy in her palms and fire them at the Vehicons in the form of pink disks.

However, it was the third being that really grabbed Starscream's attention. It was a black and green Vehicon that appeared to be more advanced. The new leader instantly presumed one of their own had gone traitor, until Soundwave played another clip. He replayed the scene of Upgrade / Vehicon getting shot at, de-morphing from the Vehicon, and Upgrade reforming back to his bipedal form before transforming back to Ben.

Starscream was utterly speechless when he saw it; he is still kind of speechless when he thinks about it. That strange black and green creature transformed into a human. But how? Upon watching further, he discovered that this human was capable of transforming into a variety of creatures, each with their own unique set of abilities.

Upon seeing the green hour glass disk on the chest of his multiple transformations, Soundwave pointed out that the diamond-based being he encountered was obviously this human. Watching further, Starscream discovered that this human was able to transform with the aid of some sort of device on his wrist.

He didn't know what it was, but he knew that it must be powerful… and that he MUST have it if he is to destroy the Autobots and conquer the Earth. The egocentric seeker was already thinking up plans in luring him or the other two out and capture them.

However, at the moment, his main concern was ensuring that this… Wheeljack didn't make it to the Autobots. Bad enough the Autobots have those three super-powered humans; they didn't need another 'Bot in their ranks.

"We haven't much time," Starscream turned his attention down the pathway of the bridge, "Makeshift,"

Stepping out of the shadows was a lean, broad-shouldered bot whose colour scheme and appearance was shrouded in the darkness. The only features noticeable were the multiple spikes on Makeshift's head, shoulders, and back and his bright white optics.

Suddenly, one of Soundwave's tentacles (now repaired) extended from his body and connected into Makeshift's chest. Remarkably, Makeshift's body shifted until it became totally unrecognizable as the Decepticon spymaster uploaded specs of Wheeljack's body appearance and voice print.

" _See yah soon buddy! I'll make sure you get a proper welcome."_

"I know how to prepare… a proper welcome." Starscream sneered evilly.

* * *

 **Autobot Outpost**

The Autobots and Team 10 were gathered in the main ops center, watching the monitor that portrayed Wheeljack's ship approaching the landing coordinates the 'Bots provided him.

"Wheeljack's ship is approaching the landing zone" Arcee noted.

"You think he's here to visit?" asked Gwen.

"Maybe he'll stay," Kevin implied. "Hmm… he'll have to find his own partner though"

Their attention was grabbed by Ratchet as he typed onto the groundbridge terminal "Groundbridge cycling up, it appears those repairs you made as Upgrade have done the trick, Ben. And Kevin, three humans is enough around here". Kevin merely rolled his eyes at the remark.

"No problem Ratchet," Ben replied. He then turned to look at Optimus. "So Wheeljack is going to land half way across the world, and then you're going to groundbridge him here?"

"We can't risk revealing the location of our base, just in case the Decepticons are tracking his ship" Optimus answered.

Ben nodded in understanding, seeing the logic in that decision.

Kevin was leaning against the railing, watching Bulkhead as he paced back and forth, having trouble suppressing his excitement.

"Dude, I've never seen you so stoked" Kevin admitted.

"Oh, you're going to love Wheeljack! We're like brothers, and tonight, we're going to party!" Bulkhead said elatedly.

"Suh-weet," Kevin grinned.

Suddenly, the alarm in the base went off. Ratchet looked back at the terminal, and could see at least twenty Decepticon signatures tailing Wheeljack's blue signal.

"Bogies, a lot of them," Arcee's optics narrowed. "Closing fast on Wheeljack's position,"

"'Con scum!" Bulkhead added disdainfully.

"Ratchet, open the groundbridge, we must aid Wheeljack" Optimus ordered.

Ben, Gwen, and Kevin stepped closer to the railing of the platforms. "Let us come with, you might need us".

Optimus glanced back at Team 10, and thought it over for a moment before he nodded. "Very well, but be careful".

"Aren't we always," Ben grinned.

Gwen summoned some mana steps that allowed the trio to quickly get down from the human center to the entrance of the groundbridge tunnel. Bumblebee, Bulkhead, and Arcee were already there ready to go.

"Come on Doc Bot, open the groundbridge" Bulkhead demanded impatiently.

After entering the coordinates, the medic pulled down the lever, causing bright greenish-blue light to engulf the tunnel as a swirling vortex took shape.

"I'll prepare sick bay" stated Ratchet.

Bulkhead laughed. "Who for? The 'Cons? This is Wheeljack we're talking about".

With that said, Optimus, Bulkhead, 'Bee and Arcee rushed into the portal first, Team 10 sprinted behind them.

* * *

 **Egypt**

The Autobots and Team 10 jumped out of the groundbridge vortex and onto a sandy surface. Upon arriving at their destination, the alien trio realized that they were in Egypt, considering they could see the Pyramid of Giza in the distance.

But what really caught their attention was the brawl between twenty Eradicons (the flying versions of Vehicons) and a white Autobot with green and red highlights. Wheeljack was holding his ground against the 'Cons with just two katana style swords. They witnessed Wheeljack offline three drones in swift motion; however, there were still plenty more.

Kevin touched Bulkhead's leg and absorbed his green armour whilst Gwen charged up her palms with mana and Ben activated the Omnitrix. Optimus and the 'Bots deployed their right arm blasters and fired away at the 'Cons.

"Hey Bulk, how's your throwing arm?" Kevin asked with a grin.

"I like the way you think partner" Bulkhead answered.

As they charged forward, Bulkhead picked up Kevin and threw him towards an Eradicon. Mid-flight, the Osmosian teen morphed his hands into a single large spike and shot straight through the drone's chest and into another, promptly off-lining them in the process. Kevin leaped off the robot and onto another one, and started punching it, hard.

"Oh yeah! You want a piece of me, 'Con!?" taunted Kevin as he punched the drone.

Gwen discharged multiple rounds of mana disks at the 'Cons that seared their armour. She saw that she was causing some damage, just not enough. The Anodite teen closed her eyes momentarily and focused on her abilities. When she gained enough concentration, she summoned a lot of mana into her hands.

"Turbo!"

All of a sudden, a tornado of pink energy manifested from Gwen's palms and headed straight towards a small group of three. The Eradicons cease firing and watch the pink tornado with blank visors. Before the 'Cons could make a run for it, the twister of mana sucked in the Eradicon trio and quickly ripped them to pieces, throwing their dismembered body parts everywhere.

" **Nice one, Gwen"** Bumblebee complimented as he fired away at the rest of the Decepticons.

"Thanks," Gwen smiled.

Meanwhile, Ben stayed at the back for a short moment as he quickly scrolled through the Omnitrix playlist. When he found the alien he wanted, he tapped the icon, allowing the faceplate to slid back and the core to pop out.

"This looks like a job for Humungousaur!" Ben yelled, slapping down the dial.

Bright emerald light illuminated the desert area. When the green light faded away, standing in Ben's place was an eight-foot-tall humanoid with a lean muscular body and a single cycloptic green eye that beamed with confidence. Its skin was primarily black whilst its chest and torso was green. On top of its head are two long antennas with golden plugin tips at the end, along with a tail that is built similar to its antennas. Attached to its forearms, shoulders, and hip are golden bolts that resemble batteries. Its fingers are comprised of square-shaped, golden plugins that are closely similar to the plugins on its antennas and tail.

" **Feedback,"** shouted Ben.

The teen hero paused as he examined himself, his expression then became annoyed as he glanced at the Omnitrix dial on his green chest. "Oh, come on Omnitrix! Why are you gotta be trippin' now?" He then shrugged. "Eh oh well, I can work with this. Besides, Feedback is awesome!"

Feedback ran forward into the battle, a cocky smirk adorning his face. Bending his knees, he leaped upward, landed on the chassis of an Eradicon, and stabbed his antenna plugins into its shoulders. Blue electricity coursed from the robot and into Feedback's body.

"I'll take that energy thank you. I don't call this guy Feedback for nothing".

After a few seconds, the red horizontal visor of the drone went dark and began falling forward; all the energy sucked out of it. The Conductoid climbed onto its shoulders and used the dead 'Con as a springboard to jump forward. While in mid-air, he aimed his fingertip plugins at a 'Con fighting Arcee.

Blue electricity discharged from Feedback's fingers and struck the Eradicon. Before Arcee could engage, electric bolts danced over the drone. The Decepticon danced comically for a moment before it finally collapsed to the ground dead. Arcee glanced up to see Ben in a form she's never seen before, and smiled impishly at him.

Feedback landed right in front of a trio of Eradicons, the only ones who weren't engaged with the 'Bots or Gwen and Kevin. The Eradicons turned and trained their blasters on Ben, but all Feedback did was cross his arms over his chest and grinned self-confidently.

"So…I guess surrendering peacefully was out of the question, huh?"

In response, the 'Cons blaster began to whine, indicating they were prepared to fire. Feedback's grin only grew larger.

"If that's the case, then by all means… hit me with everything you got scrapheaps!" exclaimed Ben.

Without hesitation, the Eradicons unleashed a flurry of red energy blasts upon Feedback. Nevertheless, the Conductoid stood stationary, putting the ends of his antennas and tail right in front of him.

Remarkably, each Energon blasts were sucked into the plugin tips of Feedback's antennas and tail. This continued for half a minute before the three Decepticons stopped firing, shocked that their weapons inflicted no harm on their target.

"Hm, not bad," Ben then held out his arms. "But I can top that any day!"

Without warning, three blue bolts of electricity fired out from Feedback's fingers and towards the Eradicons. The drone trio was immediately blown off of their feet and went careening backwards. They rolled across the ground in different directions, smoke billowing off their bodies, whilst their visors went dark.

Ben watched, feeling a sense of nostalgia course through him. Despite his history with this form, he always loved turning into it.

"Alright! Feedback rules!" Ben stated.

Barely a minute into it and the twenty Eradicons were already destroyed. The Autobots and Team 10 regrouped in the center of the battlefield where dead Decepticon drones lay around them. They watched Wheeljack sheath his katana blades on his back as he proceeded towards them.

"Wow, Wheeljack sure knows how to fight" Feedback commented.

"Well, what did I tell yah?" Bulkhead smirked.

"You missed one," Arcee said, pointing to a 'Con on the ground, trying to raise its blaster.

Wheeljack swiftly deployed his blaster and shot the Eradicon's head off, before shifting his blaster back to a servo. Bulkhead got at the front of the group, his expression portraying his obvious excitement.

"If this is all you got, the planet is even in worse trouble than I thought" quipped Wheeljack.

Instantly, Bulkhead ran forward and pulled the white Autobot into a tight bear hug, clearly happy to see his old friend.

"Jacky!"

The team watched on at the reunion between the two Wreckers.

"Whoa, easy there you old wrecking ball." Wheeljack said, still being trapped in Bulkhead's hug.

Bulkhead finally set his friend back down, letting Wheeljack breathe heavily for unneeded air. When he regained his composure his optics immediately honed in on Feedback, Gwen, and Kevin.

"Huh… who are they?" Wheeljack asked, pointing to Team 10.

"These are our friends. That's my other best friend Kevin, that's Gwen, and that over there is Ben" Bulkhead introduced.

Wheeljack's optic brow lifted as he looked at them sceptically. "Other than the fact that your buddy Kevin is covered in metal and there is pink energy radiating off of Gwen's hands, I can tell their Earthlings." He turned his optics towards Feedback. "But what exactly is he?"

"I'm an alien, more specifically a Conductoid. But this really isn't what I look like" Feedback answered.

He slapped the Omnitrix dial, and in a flash of green, Feedback reverted back to Ben. Wheeljack's optics widened, astonished at what transpired.

"This is what I really look like. I'm just a plain ole human." Ben replied.

"How did you…?" Wheeljack trailed off, still shocked.

"Explanations can come later. Right now, let us return to base before the Decepticons send reinforcements" Optimus stated.

* * *

 **Autobot Outpost**

Later, back at Autobot base, the team had arrived back from Egypt and was welcoming Wheeljack. They explained everything that has happened from arriving on Earth, Cliffjumper's demise, meeting Team 10 and going through their origins and powers, and finally… the defeat of Megatron.

Wheeljack seemed pretty shocked to hear the side of Team 10, but who could blame him? However, he later came to accept it.

After the introductions were over, Optimus stepped forward with a serious expression on his facial plate.

"What have you to report from your long journey, soldier?" Optimus asked.

"Been bouncing from rock to rock, searching for any signs of friend or foe, and now… I find both" Wheeljack replied.

Optimus nodded. "We are few, but strong. We have suffered losses, but we have grown… and we would relish bringing a new member into our fold".

Wheeljack smiled. "I would be honoured".

"Then let's get this party started!" Bulkhead exclaimed, and then slapped his hand on Wheeljack's back.

The white Wrecker quickly recovered though and both he and Bulkhead pumped their metal chassis together in a thrilled matter.

Standing from the terminal, Ratchet only groaned. "Oh joy,"

* * *

 **The** ** _Nemesis_**

Walking down one of the many long, dark corridors of the Decepticon warship were Starscream and Soundwave. The former was debriefing the spymaster on recent developments in his latest scheme to uncover the location of the Autobot base.

"The moment Makeshift stepped through the Autobot's groundbridge; we lost contact with his tracking signal." Starscream paused as he slightly growled. "The Autobot base is no doubt heavily shielded to prevent us from locating it. Ugh… no matter," The duo stepped up to a door that was guardian by Vehicons on either side. "I have complete faith in Makeshift".

The doors slid open, allowing the Decepticon leader and the silent spymaster to step through. In the center of the room, suspended off the ground by high-tech cuffs, was a white Autobot with red and green highlights. The room itself was dark and dimly lit by the purple electric bolts that kept the Autobot Wheeljack suspended in the air.

"Our inside man is already inside" noted Starscream.

Upon hearing Screamer's voice, Wheeljack weakly lifted up his helm, and stated, "Tell Megatron he's fragged in the head if he thinks Bulkhead won't sniff out an imposter."

Starscream chuckled lightly before he boasted, "Haven't you heard? I am the leader of the Decepticons now."

"You?" Wheeljack scoffed, "Ha!"

Starscream clinched his servos and his growled furiously. The egocentric seeker reared back his talons and prepared to stab them into Wheeljack's spark chamber; however, his arm was quickly grabbed by Soundwave. Feeling the spymaster grab his arm, Starscream allowed himself to calm down.

"Yes, yes he may serve some use to us" Starscream turned back to Wheeljack and sneered. "Makeshift is very good at keeping up appearances. He need only to fool your friends long enough to open their groundbridge from within, so that I may finally learn the location of the Autobot base… and send in my strike team to stain its floors with the spilled Energon of Optimus Prime".

* * *

 **Autobot Outpost**

In the main ops center, the Autobots and Team 10 were celebrating the arrival of Wheeljack. Kevin had put on some rock music to spice up the atmosphere. Arcee was leaning near the human platform whilst Ben sat on the ledge next to her. Kevin, Gwen, and Bumblebee were on the other side of the platform. All of them were watching Wheeljack and Bulkhead throw a huge metal ball back-and-forth to one another.

"Come on Jacky! Show me what you got!" Bulkhead yelled as he forcefully threw the ball at him.

Wheeljack grunted as he caught and slid back on his feet. He stepped forward and threw it back to Bulk, who too slid back on his feet as he caught the hulky ball.

"Ha-ha-ha, nice lob" Bulkhead commented before he threw the ball back at him.

"So…what are we watching?" asked a curious Ben.

"It's called lobbing; the favourite pastime on Cybertron, especially amongst the warrior class" Arcee answered, still watching the Wrecker duo throw the lobbing ball.

"Wait… so where's Optimus?" The teen hero inquired.

"Went for a drive," replied Arcee, "Prime's don't party."

"Coming at yah!" yelled Bulkhead as he threw the lobbing ball.

However, the ball was thrown too high as it grazed off of Wheeljack's fingertips and hit the wall, leaving a noticeable dent in the concrete. It came down from the wall and crashed onto the groundbridge terminal, causing Ratchet to back up and shot the Wrecker duo an annoying glare.

"You know… I am attempting to perform _sensitive_ calibrations here!" Ratchet asserted, putting emphasis on the 'sensitive'.

Wheeljack went to pick up the lobbing ball before the turned back to Ratchet with a grin on his face.

"Sorry doc, I guess we're just a little charged up" He quipped. Wheeljack then paused to look at the groundbridge tunnel. "So, you built this groundbridge from scratch, huh?"

"I did" responded Ratchet as he began working on the controls.

"That's quite a feat of engineering" The White Autobot praised.

A prideful smile grew on the medic's expression. "Yes, yes it is."

Wheeljack narrowed his blue optics, continuing to glare at Ratchet's back. "Is… something wrong with it?"

"Not much. Most of the damage done from the Scraplet infestation was repaired by Ben. Nevertheless, it still needs to be recalibrated. I had to put in shut down."

"But…what if you need to use it?" probed Wheeljack.

"Oh, I can't disrupt the defragmenting process without causing irreparable damage" Ratchet responded.

"So…" Wheeljack turned to face Ratchet, his cerulean optics narrowing further. "How long will the defrag take?"

Ratchet was silent for a short moment before he replied, "A few hours…if we're lucky. Hmph…maybe longer,"

"Huh,"

Wheeljack then turned his attention away from Ratchet and proceeded back to his lobbing match with Bulkhead. Meanwhile, a certain auburn-haired teen had been listening in on the conversation from the computer area in the human center. She narrowed her emerald eyes at the white Autobot as he continued throwing the hulky metal ball at Bulkhead.

Gwen was a bit concerned. In her opinion, Wheeljack sounded a bit too curious with the status of the groundbridge. The questions that he asked just made her a bit suspicious. Just to be on the safe side, she decided to use her powers to scan Wheeljack's spark.

Gwen's eyes illuminated pink, feeling one with the mana all around her. But she was focused on one person specifically: Wheeljack. Unexpectedly, she felt a cold chill run up her spin. Her eyes went back to normal as she slightly gasped.

Wheeljack's spark felt cold. She had little experience in tracking or scanning Cybertronian sparks, but from what she knows so far is that Autobot sparks feel warm whilst Decepticon sparks feel cold. And Wheeljack's spark was definitely the latter.

Gwen narrowed her eyes at the white Wrecker. "Hmm… something's fishy is definitely here. I'll be keeping my eye on you, Wheeljack…if that is even your name" She said to herself.

* * *

 **The** ** _Nemesis_**

Inside the bridge, Starscream stood by the high-tech monitors, pacing back-and-forth. It has been at least an hour since Makeshift went through the Autobot groundbridge, and Starscream had still heard not a word from him. The arrogant seeker was growing ever impatient by the moment.

"Makeshift still hasn't opened their groundbridge or otherwise transmitted their coordinates!" growled Starscream. "His disguise may be flawless, but he won't fool the Autobots forever".

* * *

 **Autobot Outpost**

In the command center, Bulkhead was telling an old war story to Arcee, Bumblebee, and Team 10 who listened attentively, especially Kevin. Wheeljack leaned against the platform, not really paying attention.

"So, there we were: no communications, low on Energon, surrounded by 'Cons…so what does Wheeljack do?"

Kevin and Ben, who were seating on a concrete slab, leaned in closer, dying to hear what happened next. Gwen, though, sat on a railing further away, occasionally peaking glances at Wheeljack. She was still sceptical around him.

"Ha-ha, tell 'em Jacky."

Ben and Kevin looked at Wheeljack, awaiting an answer. The white Autobot blinked a couple times, coming out of his daze.

"I… uh… what I do best" He stuttered while giving a thumbs up.

"Ha-ha, he chunks his only grenade smack into the primary heat exchanger" Bulkhead said.

"Yeah… seemed like a good idea at the time" added Wheeljack.

"The joint went supernova!" Bulkhead finished as he threw up his arms for emphasis.

Ben and Kevin grinned, both enjoying the end to Bulkhead's war story.

"Awesome," complied Kevin.

"Totally awesome," added Ben.

"Ha-ha, yeah I'm still picking shrapnel out of my backside." Bulkhead said, scratching his back.

"I'm not surprised, given the size of your backside" Arcee mocked.

Bumblebee laughed, but in his whir and click language.

Wheeljack's turned his gaze to the groundbridge terminal, where Ratchet was still running a defragmenting program. His eyes narrowed in contempt manner.

"So, there we are, one grenade, one shot…"Bulkhead paused as he glanced up at his friend. He notices the seemingly annoyed expression on his facial plate, and is confused by this. "Hey, you okay?"

"Huh?"

"You don't seem like yourself" The green Autobot replied.

"What do you mean?" Wheeljack probed, inwardly growing worried.

"I don't know… you just seem… quiet."

"I…ugh…I've been stuck in a can too long. I should go topside before I go crazy"

"I got patrol in the morning, you could come with?" offered Bulkhead.

"Well let's go now".

"And break up the party? Come on Jacky the gang is loving you. You gotta tell them about the Battle of Dark Mount Pass." Bulkhead implored gleefully.

"You tell them." He turned to look at Ben and Kevin, "provided your friend Kevin here shows me the rest of your base,"

"Well… uh… sure Jacky, go ahead." Bulkhead responded.

"Alright," Kevin hopped down from the slab and jumped onto the floor. He walked towards the main corridor, Wheeljack following behind him. "So, I gotta ask, can you fly? You like cars? Have you smashed more 'Cons then me and Bulkhead combined?"

As the duo strolled down the hallway, the rest of the team immediately noticed the concerned look on Bulkhead's mien.

"You okay?" asked Arcee.

"Yeah… just… out of stories, I guess." Bulkhead muttered.

"Dude, don't tell me your jealous. Ben smirked as he crossed his arms over his chest.

"That Kevin's making a new friend? Come on!" The green Autobot then turned his gaze back to the main passageway, narrowing his optics. "It's just… something's not quite right about Wheeljack."

"Bulkhead, he's travelled across the galaxy, alone for years. He could be rocket lagged or… well… 'Bots do change you know." Arcee implied.

"Not Jacky," Bulkhead retorted, still not convinced.

Meanwhile, Gwen hopped down from the railing and walked over to Ben. When the brunette turned to acknowledge his cousin, he instantly noticed the serious look on her face.

"What's up?"

"I think Bulkhead is right. Something is not right with Wheeljack, Ben" Gwen said, inaudible to other ears.

"Come on, Gwen! Not you too. I mean, like Arcee pointed out, after being so long in a spaceship and alone, maybe he's just readjusting to living on a planet with other people" Ben suggested.

Gwen only shook her head in disapproval. "No Ben, there is definitely something cold about Wheeljack, I can feel it".

* * *

 **The** ** _Nemesis_**

Inside the brig, Wheeljack grunted as he pulled against his bindings, each attempt being in vain. The Vehicon stationed just by the door ambled towards the white Wrecker and grabbed him by the face.

"You're not going anywhere, Autobot!" The drone said smugly.

As the Vehicon let go and proceeded to walk away, Wheeljack lifted up his cuffed legs and wrapped them around the 'Con's helm. Immediately, the onyx and amethyst servant drone deployed its blaster and began shooting randomly.

"Blah, blah, blah," taunted Wheeljack.

The Vehicon continued firing a barrage of red energy blasts in front of him. Conveniently for Wheeljack, one of the stray shots hit the control terminal to his electric bindings. The mauve electricity in-between the cuffs and the ceiling disappeared, letting Wheeljack fall to the floor. The metal cuffs covering his servos snapped open, allowing him to throw them to the side.

He swiftly deployed his blaster and shot the head clean off of the Vehicon on the floor, Energon pooling onto the dark metal floor. Wheeljack let out a satisfied grunt before he marched out of the room.

* * *

 **Autobot Outpost**

Wheeljack and Kevin were walking down one of the corridors of the Autobot base. The latter was just finishing up with his tour of the former missile silo.

"So that's pretty much it. Energon stockpile, power generator, armoury…everything you need to blow the place sky high." Kevin joked.

Wheeljack turned his helm side-to-side before looking back down at the Osmosian teen. "Where's this bunker located exactly?"

"If I told you…" Kevin paused for dramatic effect. He then turned around with a serious demeanour. "I'd have to rip out your spark chamber".

Wheeljack's optics opened slightly, considering that he knew this human had unnatural abilities and could put up a good fight. Kevin's serious expression vanished and was replaced with a grin.

"Kidding, geez don't spring a leak" continued Kevin. "It's just outside Jasper, Nevada. Though, I don't expect that to mean much to yah,"

"Can't say it does," Wheeljack replied as they resumed walking down the hallway. "So, anyway out of here besides bridging?"

"Why?" Kevin stopped, causing Wheeljack to stop as well. "You're not planning to leave already, are you? Eh, follow me…I'll show yah."

Kevin turned the other way, Wheeljack keeping a few steps behind him.

…

Inside the main ops center, Ratchet was still busy working on the groundbridge terminal. The monitor showed that the defrag program was nearly complete and only required a few more minutes.

"Almost there," noted Ratchet as he continued typing.

Meanwhile, Bulkhead, Bumblebee, and Arcee were discussing about Wheeljack's strange behaviour, Ben and Gwen listened in and occasionally added their input, mainly Gwen.

"Look I know Wheeljack better than anyone" Bulkhead said.

"Hey,"

Everyone turned their heads to the main corridor to see Wheeljack strolling out at a leisure pace. "What are you guys talking about?"

"Oh nothing," resumed Bulkhead. "I was just telling the guys about you and me, and the Battle of Dark Mount Pass."

"That's a heck of a story." Wheeljack stated.

"Uh huh, tell it!" Bulkhead narrowed his optics.

"Blah, blah, blah talk, talk, talk… how about we tell more stories after we go off-roading or something?" offered Kevin.

The green wrecker held up his large servo in a 'be quiet' matter. "Kevin, stay out of this!"

"Bulk… easy," Arcee scolded.

Ben and Gwen watched on from their place on the platform, next to the railing. Both were shocked and confused of what was developing here, Ben more so than Gwen.

"I'm not sure that I…"

"Tell it!" Bulkhead interjected.

Wheeljack glared at the green Autobot for a moment. Everyone in the base was silent. It wasn't but a few seconds that the white Wrecker finally broke the silence. "Fine, you want to live in the past, Bulkhead, fine," Kevin re-joined Ben and Gwen on the platforms as everyone began to listen to Wheeljack. "The Wreckers were trapped between the Decepticon patrols and the smouldering pits. The 'Cons were vicious, barring down on us with everything they had. Me and Bulkhead engaged the enemy and left them for scrap, and then I made us a way out by using their backsides as stepping stones to cross the molten metal. Isn't that how it happened?"

"Yeah that's exactly how it happened," Bulkhead replied, prompting Wheeljack to grin. "Except for one little thing," Wheeljack's grin immediately disappeared as his blue optics opened wide, "I wasn't there".

Suddenly, everyone slightly gasped, stunned from this realization. Gwen looked on with narrowed eyes. She could see now that Wheeljack was gritting his teeth in anger. From that moment forward, the Anodite teen knew for certain that this wasn't Wheeljack, but instead an imposter.

"I had already left the Wreckers to join Optimus. But you wouldn't know that if you accessed Wheeljack's public service record" Bulkhead added, getting angrier by the second.

Wheeljack remained silent, contemplating on another possible way out of this predicament. However, there was no way, he was compromised. Wheeljack… or now Makeshift dashed for the human area and snatched up the nearest human, which in this case was Gwen. The imposter held Gwen tightly but not tight enough to squish her.

"Gwen!" Ben, Kevin, and Bumblebee cried.

Makeshift pushed Ratchet away from the groundbridge terminal, still holding Gwen in his large metal grip.

"Stand back or I'll squeeze her into pulp." Makeshift threatened in a cold, slightly raspy tone.

Immediately, Kevin absorbed the metal from the railing, coating himself in yellow armour whilst Ben activated the Omnitrix. After selecting the alien he wanted and allowing the dial to pop out, he swiftly slammed it back down.

A flash of green enveloped the base, causing everyone to shield their eyes and optics. After the light vanished, standing in Ben's place was a twelve-foot-tall humanoid with red skin and broad chest and shoulders. It had four huge, muscular arms with three spikes on each shoulder and black fingerless gloves with green cuffs on each hand. It has four green eyes and what appears to be a moustache and a goatee on its face. It wears a black tank top with a large green stripe going up the middle, black pants, and a green and white belt with the Omnitrix symbol in the center.

" **Four Arms,"** Ben shouted.

Four Arms bent his knees and jumped all the way to the other side of the platform, right in front of this apparent imposter. Makeshift looked on with wide optics at this creature, but still held Gwen firmly in his grasp.

"Stay back or the girl dies, you freak!" Makeshift yelled.

Ben growled, knowing he had no choice but to stand by. He couldn't risk Gwen getting squeezed to death, but all he needed though was an opening, and then he would attack.

Gwen squirmed in his grip, trying to at least pull her arms free but it was in vain. She turned her head to Makeshift and glared at him.

"Let me go!" She demanded but was ignored.

"Decepticon coward, let the girl go and face me!" Bulkhead roared, angrier than he has been in a long time.

Arcee, Bumblebee, Ratchet and Kevin stayed back, but were ready to jump in short notice, especially Kevin. He gritted his teeth in anger, glaring at the 'Con that held his girlfriend in a death grip. The Osmosian teen was fighting back the urge to engage and rip this robot to pieces. But Kevin made sure to keep his emotions under control, after all Gwen's life depended on it.

"Oh, don't fret… plenty of fighting to come" Makeshift sneered evilly.

"Is there a real Wheeljack?" Four Arms asked with all four eyes still locked onto to the imposter.

"Oh indeed, and I expect that Lord Starscream is making sport of him" rasped Makeshift.

* * *

 **The** ** _Nemesis_**

The Decepticon warship leisurely glided through the inky blackness of night and huge accumulations of clouds. On the flight deck, Starscream and Soundwave stood before an entire armada of Eradicons, ready to deploy at any minute. The silver seeker paces back and forth, his patience running thinner by the second.

"Are you certain we are at the coordinates that you supplied to Makeshift?" inquired Starscream.

Soundwave simply nodded his helm.

"Then what is taking him?!" Starscream shouted.

"Maybe they gave your boy a hero's welcome," A voice called out. Starscream turned around to see Wheeljack walking towards him, anger evident on his features. "He got the warm and fuzzies and decided to switch sides" The experienced soldier deployed his face mask.

Though Starscream was shocked that Wheeljack had somehow managed to escape, he still kept his calm, superior demeanour. "Do you not see that you are vastly outnumbered?" Starscream mocked, motioning towards the squadron of drones behind him.

"I see fellows who might vastly enjoy watching me pound some dents into you." Wheeljack countered, cracking his metallic knuckles together while doing so.

Starscream gritted his teeth in anger. "Ugh… destroy him!"

The front line of the Eradicons immediately opened fire on Wheeljack. The white Wrecker unsheathed the two katana blades off his back and crossed them to make an X in front of him. Without hesitation, Wheeljack charged forward while deflecting the Energon blasts fired at him. Some of the deflected projectiles went back and off-lined a few drones in the process.

Wheeljack sprung forward, thus starting the beat-down.

* * *

 **Autobot Outpost**

Inside the main ops center, everyone still stood by as Makeshift typed one handed on the groundbridge terminal. The others wouldn't dare engage out of fear of putting Gwen's life in jeopardy. The Wheeljack doppelganger smirked as the computer bleeped and showed that the defrag process was complete.

"About time," Makeshift commented before he pulled down the lever.

The rings in the groundbridge tunnel brightened until a swirling greenish-blue portal opened at the far end.

"Mwhahaha," Makeshift laughed manically. "Let's get this party started!"

Gwen continued to struggle against the doppelganger's grip. Realizing that she wouldn't be able to overpower him, she decided to take on another approach. The auburn-haired teen turned her head to the 'Cons helm. All of a sudden, Gwen's eyes illuminated a bright pink as twin rays of mana discharged from her eyes. The mana rays struck Makeshift in the face, just centimetres beneath his optics.

"AAGGGGHHHHH!" The Decepticon intruder instantly dropped Gwen and held his burning face.

Gwen summoned a mana panel mid-air and created more to get out of the way. Seeing the golden opening, Four Arms leaped forward, reared back both his right fists and slammed them into Makeshift's chassis. A loud clang and a large dent was created, causing the imposter to stumble backwards wildly.

The 'Con turned his body 180, trying to correct himself; however, he was met with Bulkhead's mace to the face. Another metal-on-metal clang echoed through the command center as Makeshift collapsed to the floor in front of the groundbridge tunnel.

Four Arms, Bulkhead, Kevin, and the others all started closing in in front of Makeshift's down form. The doppelganger quickly regained his bearings as he shook off the hit. He returned to his feet and stood in front of the groundbridge entrance, a smug smile present on his face that was leaking Energon.

"Insolent worms! It doesn't matter what you do, you're all doomed!" boasted Makeshift.

"I wouldn't say that" Another voice called out.

The copycat barely had time to respond as a white Cybertronian jumped out of the swirling portal and slammed both feet into his back while in mid-air. The forceful kick sent Makeshift colliding into the side of the concrete platform wall.

The Autobot and Team 10 all looked on in shock and relief to see Wheeljack, the real Wheeljack, standing before them. Gwen's eyes lit up pink once more as she scanned his spark signature. A smile graced her lips as she could feel the warmness irradiating from this 'Bots spark. _This_ was the real Wheeljack.

He held both katana swords in both servos as he stepped forward. The infamous Wrecker turned to Ratchet who was again standing by the groundbridge controls.

"I'd shut that hole before the stink comes through" Wheeljack recommended.

* * *

 **The** ** _Nemesis_**

Starscream's red optics fluttered opened as he slowly got to his hands and knees. He looked around him to see nearly half of his armada was off-lined. Some were killed by either Energon blasts or were cut to pieces by Wheeljack. His crimson optics then instantly caught sight of the turquoise portal floating before them.

With Energon leaking from his mouth, Starscream barked, "Into the groundbridge now!"

The remaining Eradicon squadron rushed forward; however, they were too late as the swirling vortex disappeared out of sight. The darkness of night returned over the _Nemesis_. Starscream's optics narrowed as his structure shook in rage.

"NOOOO!" He screamed.

* * *

 **Autobot Outpost**

In the central command of the Autobot base, the Autobots and Team 10 stepped back as the real Wheeljack and the Wheeljack copy circled each other, both with their katana blades held in their grips. Bulkhead deployed his mace again and was about to intervene before one of the Wheeljack's held out its arm.

"Ugly is mine" Wheeljack stated.

After that, the two identical Cybertronians engaged in a sword fight. The Autobots and Team 10 watch on as the two doppelgangers duked it out, swords slashing against swords, sparks being thrown everywhere.

"Which one is the real Wheeljack?" Kevin asked, still coated in yellow armour.

Four Arms looked back and forth; he pointed his upper right-hand index finger from bot to bot. He stuttered as his expression became blank and slightly panicked. "I… ugh… I lost track" Four Arms replied.

Gwen simply smiled as she looked on at the sword fight. "I didn't,"

Back to the fight, the two Wheeljack's went at each other hard. Both were on the offense and defence, engaging and blocking one another's attack. But after a few swift swords slash combos and a kick to the abdomen, one of the Wheeljack's collapsed to the ground with one standing above him with his blade at his throat. He had been defeated.

Four Arms and Kevin turned to Gwen to see that she had her arms crossed over chest and that she was smirking. "That is the _real_ Wheeljack."

"That's my Jacky." Bulkhead smiled, turning towards Bumblebee and Arcee.

Wheeljack sheathed his katana blades while his face guard went back, revealing his smooth and scarred face. The white Autobot turned towards Ratchet. "You, hit the switch. It's time to take out the trash".

While Ratchet went back to the terminal to reopen the bridge, Four Arms came forward and gazed back up to Wheeljack.

"You mind if I do the honours?"

Wheeljack smirked. "Go for it… uh… whatever you are."

Ben smiled as he tapped the Omnitrix dial on his belt. Wheeljack shielded his optics as another emerald light engulfed the command center. When the blinding light disappeared, standing in the place of Four Arms was a twelve-foot-tall, bipedal dinosaur-like creature with tough brown skin and a beige underbelly. His overall form was muscular and broad at the chest and shoulders. He increased his size so he could pick up the faker. Stegosaur like spiked grew slightly from his back but didn't fully protrude.

" **Humungousaur,"**

Wheeljack's cerulean optics widen significantly as a dumbfounded mien crossed his face. After a few seconds, his shock turned into solemnity as he glanced back at Bulkhead.

"You've got some explaining to do" He said.

"Y-yeah, I know… and we'll be sure to fill you in later" replied a sheepish Bulkhead.

Humungousaur picked the doppelganger off the ground and took a step forward to the groundbridge tunnel. Just as the portal opened up, a sudden thought entered Bulkhead's mind. He quickly rushed forward.

"Whoa, whoa, wait!" Bulkhead intervened. Humungousaur looked back to the green Wrecker confused. Unexpectedly, a sly smirk adorned the hulky Autobot's face as he offered, "How about we send this guy out with a bang, Ben?"

* * *

 **The** ** _Nemesis_**

Starscream again paced side-to-side, enraged by his plans failure of attacking the Autobot base. Soundwave and the Eradicons watched him mutter incoherently to himself as he seethed. Suddenly, their attention was grabbed by the familiar sound of a groundbridge portal. They looked forward to see a turquoise vortex swirling before them once more.

Starscream's optics widened as shock and disbelief were plastered on his facial features. Instantly, his expression then grew into impatience and anger.

"What are you waiting for?! Go!" Starscream yelled, pointing to the portal.

The Eradicon squadron ran forward. The five in front jumped into the vortex and sprinted forward. But mid-way into the blue portal, the form of Wheeljack-Makeshift was hurled towards them. The Decepticon drones immediately changed direction and retreated. Nevertheless, Makeshift collided with them, thus knocking them out of the groundbridge portal.

Starscream's optics widened out of fear as Makeshift careened towards him. The silver seeker didn't have time to move before the Wheeljack doppelganger smashed into him. To add insult to injury for the 'Cons, the Autobot groundbridge again closed out of existence before any other 'Con could go through.

Muttering a string of Cybertronian curse words, Starscream pushed Makeshift's limp body off of him as he slowly got back to his feet.

"Please tell me you at least learn the location of their base" Starscream hissed; glaring at the Makeshift's injured form.

The Wheeljack look-alike wiped off some Energon trailing from his mouth as he regained his balance. "Indeed, Lord Starscream. It is in a hidden bunker, just outside of Jas…"

Makeshift trailed off as the sounds of beeping caught his and Starscream's attention. Starscream turned his optics to the source of the beeping, a cylinder device strapped to Makeshift's waist. The device itself was blinking red and the beeping was becoming increasing by each passing second.

The cowardly seeker quickly knew from experience what that was: a bomb.

"Back! Back! Back!" Starscream turned on heel and ran forward, pushing through the crowd of Eradicons. After getting a good distance, he transformed into his jet mode and soared into the sky.

At first, Makeshift was confused by this. When the gears finally clicked in his mind, his optics widened as a dreadful mien grew on his face "Uh oh".

Without warning, an explosion ripped across the flight deck as bluish-white conflagration immediately off-lined Makeshift and the other Eradicons in less than a blink of an eye.

Above the _Nemesis_ , Starscream and Soundwave continued to fly away from the destruction in their alt modes.

"Makeshift, you fool!" Starscream shouted.

* * *

 **Autobot Outpost**

It was morning in Jasper, Nevada. Inside the mesa that was the Autobot's base of operations, Team 10 and Bumblebee were dancing to the rock music Kevin had put on, celebrating their recent victory over the Wheeljack doppelganger. Arcee, meanwhile, stood by with her arms crossed over her chassis and a smirk gracing her lips.

Meanwhile, Optimus Prime, Ratchet, Bulkhead, and Wheeljack stood at the other end of the room. Optimus had been debriefed on the situation that transpired while he was away. In doing so, Team 10 had retold their origins and powers, but this time to the _real_ Wheeljack. The white Wrecker was shocked to learn that these organics had these powers and abilities, but he learned to accept it.

Ratchet was typing on the terminal but couldn't help but to suppress an annoyed groan.

"It's like a reoccurring nightmare" Ratchet noted, continuing to work at the monitor.

"Now that you're a part of Team Prime, we need to find you a vehicle mode." Bulkhead complied.

"Uh," Wheeljack rubbed the back of his helm. "Actually Bulkhead, now that my ship is repaired, I'm itching to know what else I might find out there."

"Wait!" Kevin interrupted.

Team 10 had ceased their partying as soon as they overheard Wheeljack and Bulkhead's conversation. The Osmosian teen stepped forward, confusion written on his face.

"You're leaving, why?"

There was a short moment of silence. Wheeljack was blank for words.

"Because," Bulkhead continued, "some 'Bots just never change. Ha-ha,"

Wheeljack smiled, glad that Bulkhead understood his reasons.

"Wheeljack, know that you will always have a haven here" Optimus added.

Wheeljack simply nodded his head. Bulkhead slapped his hand on his buddy's back and laughed a bit.

"Jacky never stays in one place for too long… but he always comes back."

The two best friends smiled at each other and fist pumped.

* * *

 **A/N: Sorry that I ended here, but it seemed like an appropriate place. I'm sure you are disappointed that there was minimal Ben 10 action in this chapter.**

 **I'm sure you have all noticed that Gwen can now determine who is 'Bot and who is 'Con now.**

 **Next few chapters: Convoy, maybe Deus Ex Machina, Speed Metal, Predatory, and…finally…the Vengeance of Vilgax saga. Oh, that's gonna be fun to do.**

 **I appreciate the support and the reviews I have received from you lovely readers. I'm sorry that this chapter came late but with school and personal life, it's going to be hard to find time write. That's life, but I'll try my best.**

 **Please leave any comments, suggestions, or critique in the review box. Until next time… TOAA out**


	10. Chapter 10

**A/N: I feel as though I need to make one thing clear. Right now, I'm putting Ultimate's chapters on my profile, as he will be deleting the story on his account.**

 **Since these chapters are now mine, I am changing things if and when I see fit. So, if a chapter doesn't need changing, it is going to be pretty much the same to the original. I will be writing my own chapters from 30 onwards, 'cause it wouldn't make sense to have the story start mid-way through at chapter 30.**

 **Mini rant over.**

 **Let's get on with the show.**

* * *

 **Ben 10: Prime Force**

 **Chapter 10: Convoy**

…

It was early afternoon at Autobot Outpost. Team 10 had just finished training in the SAFE and were now relaxing in the human center. Ratchet was **(A/N: did he do anything different in show, lol)** standing by the computer terminal, typing away at whatever he was working on. Gwen was sitting by the human computers, working on a recent class assignment while Ben and Kevin played video games. Both of them were relieved to finally get some down time.

Ben was in the process of beating Kevin again at their racing game… until a loud, angry man boomed over the intercom.

" _PRIME!"_

The trio cringed from Fowler's yell. Ben turned to see Optimus and Arcee stepping into the command center.

" _PRIME!"_ Fowler boomed again.

"Special Agent Fowler, to what do we owe…"

Optimus was unable to finish as Fowler interrupted _, "Who else?! Cons!"_

" _I chased them off with some hard ordinance but not before they blew me out of the sky"_ continued Fowler.

"Again? Ha" Kevin smirked, crossing his arms over his broad chest.

Kevin and Ben abandoned their game and walked over to the get a better view of the monitor, where a live video feed of Fowler was being broadcasted. He appeared to be in the cockpit of a fighter jet.

" _They tried to make a smash and grab for the D.Y.N.G.U.S."_

"The what?" Arcee asked, raising an optic brow.

The African-American agent sighed before he explained, _"Dynamic Nuclear Generation System aka the D.Y.N.G.U.S."_ Fowler pressed a button which brought up a video feed of the D.Y.N.G.U.S in the cargo bay of Fowler's jet. The device was shaped like a large metal cube with a door on the side, and was strapped down to prevent it from moving. _"It's a prototype energy source that I was delivering to the coast for testing"._

Ratchet snorted. "That's absurd. Why would Starscream bother with such primitive technology?"

Team 10 couldn't help but roll their eyes at Ratchet's statement, even though he had made a far point. Why would that stiletto healed coward try and steal an Earth energy source?

" _I'm guessing to make a big bad primitive weapon of mass destruction!"_ Fowler retorted. _"If this baby were to meltdown it would irradiate this state and the four next door"._

"Hmm… that sounds like a good enough reason to steal it" Ben commented.

"Huh, did Agent Fowler say what state he was currently in?" asked Kevin.

" _I'm a seating duck here, Prime. I need you to spin up your bridge and send the D.Y.N.G.U.S to its destination before the 'Cons come back for it."_ Fowler said.

"I'm afraid such an option is out of the question" Optimus replied, "If there were to be an accident during transport in the Groundbridge vortex, the radiation of which you speak could propagate through the groundbridge vortex and harm all fifty states… and beyond."

Fowler looked to the side for a second, clueless of what to do. _"You got any better ideas?"_

A smile formed on Optimus's faceplate. "That I do, Agent Fowler" He then looked to Ratchet. "Ratchet bridge Bumblebee and Bulkhead back from patrol. Arcee help me ready my trailer".

Ben raised a brow at that latter part. _'Trailer? What trailer?"_

* * *

Later, at Fowler's location, Optimus Prime was currently in his vehicle form: a red long-nose Peterbilt. However, there was one more addition; attached behind him was a silver coloured trailer with bright blue highlights. Bulkhead and Bumblebee were also in vehicle mode and parked behind their leader.

Agent Fowler had just climbed into Optimus and sat down at the driver's seat. The agent looked at the dashboard and rubbed his hands gleefully, intending to take hold of the wheel, but the wise Autobot leader was quick to stop him.

"No need, Agent Fowler," Optimus offered. "I will handle the driving".

The former Army Ranger furrowed his brows as he slumped back in his seat, arms folded across his chest.

"This is gonna be a long trip" muttered a disappointed Fowler.

Optimus started his engine, Bulkhead and Bumblebee following swiftly.

"Autobots roll out!" commanded Optimus.

The red and blue truck took the lead as he drove toward the nearest road, a green SUV and yellow custom muscle car following in his wake.

* * *

 **Autobot Outpost**

At least thirty minutes into the drive, Optimus, Bumblebee, and Bulkhead were driving down a two-lane road in a mountainous, forest terrain. Their signals could be displayed moving down a line on a map that depicted the road.

"We're locked onto your coordinates, Optimus. Paring any complications, you should reach the drop-off point by sundown." Ratchet informed.

"I still don't know why you guys couldn't just let me take the ding-ugh…"Ben trailed off, forgetting the name of the energy device.

"The D.Y.N.G.U.S," Gwen finished.

"Yeah, that's it," continued Ben, "I still don't get why you couldn't just let me take the thingy to its destination. I wouldn't have minded".

"Ben, like Fowler said, the D.Y.N.G.U.S is an experimental energy source, and if it were to meltdown it could wipe out four states. We can't run the risk of damaging it" Gwen reasoned.

"Gwen is absolutely right" Ratchet agreed.

"Besides," Kevin added, "I don't think Jet Ray or any of your other flying aliens could lift something that heavy anyway."

Ben subtly rubbed his chin in thought. "Okay, okay I can see your point".

"Eh, don't worry about it, Ben. The 'Bots can take care of this. I mean, what could possibly go wrong?" Kevin said.

Ben and Gwen immediately looked at him with daggers, confusing the ebony haired teen. "What?"

"Dude, you never utter those words out loud!" said a slightly panicked Ben.

"I… I don't understand," admitted a bewildered Ratchet.

Gwen turned to him. "Trust me you'll probably find out why we're getting on to Kevin about what he said soon".

* * *

Somewhere in the Rockies, Optimus, Bumblebee, and Bulkhead drove along the road in that order, staying a close to the speed limit. However, an old rusty white truck ahead that was going very slow and looked to be on its last legs, caused the vehicle trio to slow down.

An annoyed Agent Fowler slammed his palm down on the horn repeatedly, urging the truck to move over.

"Move it, gramps!" yelled the agent.

After another round of honking the loud horn, the white truck conceded and pulled off the road, allowing the Autobots to drive past. But despite that, Agent Fowler continued to honk on the horn.

"Agent Fowler, is that really necessary?" reprimanded Optimus, his tone indicating he was obviously exasperated.

"Ah don't tell me you're one of those textbook drivers" Fowler replied, folding his arms over his chest.

…

Flying high in the air above the Autobots location was a green military chopper. The two occupants inside were dressed in tight military green, combat suits. The pilot, had a mask with yellow goggles, while the other next to him was broad, strong built man with a clean shaved head and a scar on his face. All in all, he was an imposing figure.

The scared face man spoke into his wireless headset. "They're transporting it in an unarmed civilian truck," He paused for a second, watching the yellow car in the back get in front of the big rig. "Send in the ground units".

…

Back in the cabin of Optimus's vehicle mode, Fowler was relaxing in the driver's seat, keeping his hand on the wheel to add to the illusion that he was driving; but, in actuality, he wasn't.

"You know… you're really saving my bacon, Prime." Fowler confessed.

"I am proud to be of service" The Autobot leader admitted through the radio set.

"Of course, it's not like I would've needed your help if you and the 'Cons stuck to tearing stuff up on your own corner of the galaxy." retorted Fowler, his tone becoming more irritated. "Same goes to those strange, human-alien friends of yours, what with them crash landing in the middle of Nevada, and them bringing another potential threat to Earth".

Obviously, Fowler was mentioning Vilgax. Team 10 had told him and the 'Bots the full story of how the ambush from Vilgax led to both them and Vilgax getting transported to this universe. No sightings of ol' squidface had come up yet, and Fowler was hoping it would stay that way.

"Are you suggesting no evil existed on this world before we or Team 10 arrived?" countered Optimus.

"Well… uh… it was… a different evil. How about some radio?" Fowler offered. "You seem like a Nashville sound kind of guy".

However, before the agent could touch the radio system, he spotted a green helicopter in the rear-view mirror. The former Army Ranger immediately recognized the chopper as the same one that shot his jet out of the sky.

"That's the one! That's the 'Con that shot me down! Who is he? Wingnut? Dingbat? Sky-guy?"

" _Watch your rear-view"_ Bulkhead warned over a handheld radio.

Right on cue, a squad of green sport-cars appeared out of nowhere, and surrounded Bulkhead on both sides and behind him.

" _Feeling a little constricted here without the use of my fists here, boss"_ Bulkhead said over his com-link.

" _Remain in vehicular mode unless the situation requires so"_ Optimus ordered.

Suddenly, the car on Bulkhead's passenger side zoomed out in front of him, but another green sports-car from behind filled the void on the empty side. The Wrecker was now completely boxed in.

"A whole team of 'Cons," deduced Agent Fowler.

" _What? I'm not picking up anything. They must be utilizing a new form cloaking technology"_ Ratchet summarized over the com.

The sports-car on Bulkhead's passenger side picked up speed until it passed Optimus and Bumblebee and got it front of them. Then, another car from behind accelerated forward until it evened out its speed with Optimus's, driving right by his driver side.

Fowler stared at the green muscle car, expecting it to transform into a robot and tackle them off the road. However, he and Optimus were met with quite a shock. The sunroof on the car opened up, and out from it came a man clad in a tight green combat suit, wearing a mask and yellow goggles to conceal his face. He was holding a strange high-tech gun and pointing it straight at them.

"Pull over!" He yelled.

"Well I be dipped!" Agent Fowler exclaimed in dumbfounded matter.

* * *

 **Autobot Outpost**

Ratchet stood by the terminal whilst Team 10 stood in the human area, looking up at the three monitors in interest of the developing situation.

"Our assailants are not Decepticons. They are human" Optimus informed.

"Human?" Ben and Gwen looked at each other, both startled.

"Oh please, taking on the 'Bots… ha… they're road kill" Kevin remarked.

* * *

 **Somewhere in the Rockies**

Up from the chopper, the scarred face man looked on with stern, no nonsense expression. "Gentlemen, stop their engines" he said calmly but with a hint of malice.

The soldier pointing the gun at Optimus prepared to fire; however, the Autobot leader was quick to respond. Prime turned into them, thus sending the green sports-car off the road, an audible explosion could be heard behind them as the soldier had fired and missed.

As Optimus corrected himself, Fowler held on tightly to his armrests. "Who are these guys?!"

" _Autobots, maintain your cover, and apply minimal force… disbarment only"_ Optimus ordered through his com-link.

Another sports-car that was boxing in Bulkhead accelerated forward, driving alongside Optimus. The sunroof slid open, revealing a masked man aiming a high-tech rifle at the Optimus. Bumblebee saw this and immediately acted. The scout got on Optimus's right side and slowed down considerably, causing the green sports-car to run into Bee's finder.

As a result, the green car swerved out of control. To add insult to injury, the vehicle's passenger side, back tire hit a large boulder off the side of the road, thus causing the car to flip over. After rolling on its side three times, the car came to a stop on its roof.

The imposing, scared face man in the chopper watched on with a bit of surprise. "Those are not civilian drivers" he pointed out.

Along the mountain road, a set of sharp turns could be seen ahead. Optimus's tires screeched loudly against the pavement as he made each curve. Fowler appeared dizzy from all the turning and it seemed he was close to losing his lunch.

"Could use some air," Fowler mumbled.

Optimus rolled down the window, allowing Fowler to stick his head outside. Suddenly, the agent spotted another car driving alongside the Autobot. This time though, one of the occupants opened the door and jumped onto the back of the truck, the area where the trailer hitch was located.

"Prime bare right!" Fowler warned.

Optimus took his advice and bore to the right, slamming into the car and running it off the shallow cliff. Nevertheless, that man was still on Optimus, and doing something back there.

"Agent Fowler, that human is intending to separate me from my trailer. I will need you to handle him" Optimus said through the radio.

"No problem, big guy".

The African-American agent opened the door and climbed out on the step. Fowler slowly and carefully moved along the side of the truck. When he reached the back, he saw a man attired in a combat suit and wearing a full mask that covered his face and a pair of yellow goggles, whom appeared to be using some sort of torch to melt the trailer hitch.

Fowler, not wasting a moment, grabbed the man by the shoulder and caused him to drop the torch. The Autobot's liaison held the man from his neck, close to the edge of the truck.

"You're gonna tell me everything I wanna know…"

He was unable to finish his sentence as the unknown man pushed against Fowler and jumped off the side of the vehicle. Seeing nothing else he could do, Fowler carefully moved across Optimus and got back in the cabin. As soon as he was back in the driver's seat and buckled up, a transmission came in through Fowler's handheld radio.

" _I sure hope you treat the D.Y.N.G.U.S better than you do your captives"_ The voice was male and sounded cold but also sophisticated in a sinister way.

Fowler looked out the window, seeing that the green chopper was still hovering over them. He realized that whoever was speaking was riding in that helicopter.

"Special Agent William Fowler of the United States government, identify yourself!"

" _I am Silas, but of to greater consequence to you, we are M.E.C.H, Mechanics of Evolution and Cybernation of Humanity. Fair warning, we'll be helping ourselves to your device, even if it means inflicting casualties."_

"Is that so?" Fowler snarled. "Tell me Si, what's the market price for a D.Y.N.G.U.S these days?"

" _What makes you think we intend to sell it, Agent Fowler?"_ retorted Silas.

A moment passed, Silas looked down to the convoy of vehicles. "There's a war brewing between the New World Order… and the newest. The victor will be the side with the most innovated technology" Silas said under his breath.

One of the remaining MECH ground unit vehicles drove up behind Optimus's trailer. The sunroof of the car slid open, allowing a MECH soldier to pop out and aim an advanced firearm at the trailer. Taking quick aim, the foot-soldier fired three, high-tech projectiles that attached to the trailer's clamp. Seeing that the projectiles were securely attached, he pressed a red button on the side of his gun.

Suddenly, as the clamp-like projectiles dug deeper into the metal, intense electricity danced from one to the other. A few seconds later, the clamp on the trailer was blown off, causing the door to automatically slide open, revealing the D.Y.N.G.U.S inside.

The MECH soldier placed his weapon down as he cautiously climbed out of the high-speed car through the sunroof.

"So, Si… you think MECH has the most radical tech?" Fowler said in the radio.

Unexpectedly, a blue and pink sports-bike zoomed out of the trailer, its rider wearing a full leather jumpsuit and helmet. The back tire of the bike made impact with the hood of the MECH car, smashing it and startling the driver so much that the car swerved off the road, flipped over, and went up into flames.

Meanwhile, Silas and his pilot watched in shock at what just occurred. "Definitely not civilian drivers," commented the pilot.

Silas only scowled.

"Ha! Later Si," Fowler mocked before cutting off the transmission.

"Agent Fowler, do not take your Silas likely. Megatron preached the very same ideology before plunging Cybertron into the Great War that eventually destroyed our world" Optimus advised.

" _Optimus, prepare for phase two. Five miles south of your current position will be the rendezvous point"_ Ratchet notified over the com-link.

* * *

 **The** _ **Nemesis**_

Inside the bridge of the Decepticon flagship, Starscream was listening to an Autobot transmission that Soundwave, the Decepticon spymaster, picked up.

" _Five miles south of your current position will be the rendezvous point_ _"_ Ratchet's voice played back, but had a dark metallic undertone to it.

"So, the Autobots have left the confines of their base, and sound otherwise engaged" Starscream noted. _'And there is no evidence that their super-powered human friends are with them'_ He thought. "Which means they will never see us coming," The leader of the Decepticons turned around to face his squad of Eradicons, a scowl ever present on his face. "Find them and turn them into scrap!"

The purple and black drones placed their right servos over their spark chambers, and replied simultaneously, _"Yes, Lord Starscream"._

Starscream grinned sinisterly.

* * *

 **Somewhere in the Rockies**

The band of Autobots continued driving down the mountain road. Bumblebee and Arcee were up in front of Optimus whilst Bulkhead remained in the back. Up ahead, Fowler spotted two tunnels that ran through the mountain. One was for the road; the other was for railroad tracks.

Despite the hold up with MECH, it appeared they had made it on time. The freight train they were scheduled to meet up with was just fixing to enter the tunnel.

"There's our destination point." Fowler mentioned.

" _Autobots, keep a tight formation"_ Optimus commanded through the com.

Arcee was the first to run off the side of the road and into the ravine where the train tracks were placed. The Autobots quickly drove into the tunnel, driving alongside the freight train. Nevertheless, the MECH cars were still chasing their tail.

To solve that problem, Bulkhead transformed to the robot mode, shifted his servos into blasters, and fired at the roof of the tunnel entrance. As a result, rocky debris collapsed from the roof and fell in front of the entrance, promptly blocking their assailants from getting in. Bulkhead smirked in satisfaction before transforming back to vehicle mode and racing to catch up with the others.

…

Silas smirked. "Tactical error, only one way out,"

He watched as the Autobots drove out of the tunnel, up the ditch, and back onto the road. The former colonel was preparing to initiate another attack before something unexpected transpired. A squadron of six unknown, purple and black aircraft surrounded the chopper, and then shot forward.

Fowler saw the incoming aircraft as well. "Air support?! Ours or theirs?"

" _Optimus you have incoming!"_ Ratchet warned.

Seeing the Decepticon air threat, the Autobots immediately pulled off the road and into a clearing in-between some mountain cliffs. The Eradicons, in V formation, discharged a folly of missiles at the Autobots. This totally took Silas and his pilot off guard.

"Military fire on one of their own?!" Silas stated in shocked tone.

Bulkhead, Bumblebee, and Arcee outmanoeuvred the missiles; however, given Optimus's size and mass, he didn't have the manoeuvrability as the others. Instead, he took a sharp turn ahead at the curve ahead, causing too much strain on the trailer hitch. Consequently, the hitch broke as the trailer disconnected from Optimus.

"Sir, the D.Y.N.G.U.S!" The pilot shouted.

The missiles made a direct hit, thus leading the trailer to go up into conflagration, reducing it to scrap metal. Silas and the pilot looked on confused. They had expected some sort of radioactive explosion with the force of over twenty nuclear bombs, or at least some sort of radiation reading, but there was nothing.

"Sir, I'm not picking up any radiation, the D.Y.N.G.U.S didn't meltdown" The pilot informed.

"No… it did not" Silas replied calmly, deep in thought.

Back to the ground, the Autobots came to a screeching halt at the edge of a steep cliff, just as the Eradicons transformed mid-flight and landed right in front of them. It appeared the 'Bots were left with no other options.

"Agent Fowler, if we are to survive, it has become absolutely necessary to drop our cover" Optimus stated.

Instantly, the red and blue semi-truck broke apart and shifted into the bipedal form of Optimus Prime. Fowler was standing in his left servo, looking woozy and ready to hurl. Bumblebee, Bulkhead, and Arcee followed Optimus's example and transformed into robot mode, ready to fight.

Meanwhile, as this was taking place, Silas continued to observe from his chopper, growing more shocked and impressed after each passing second.

"So, the rumours are true. Living technology stands before us," Silas then sneered. "Though perhaps, not for very long".

Optimus and the 'Bots stared down their Decepticon foes with disdain. The Autobot leader placed Agent Fowler on top of a boulder, well away from the battle to come.

"Remain here," instructed Prime.

"Will do," Fowler complied, not even thinking of arguing against that request.

"After a long road trip," continued Bulkhead, "it feels good to get out of the car, stretch my legs, and kick some 'con tailpipe!" The wrecker slammed his fists together for emphasis and transformed his right hand into a mace.

The 'Bots and 'Cons then charged at each other head on. Optimus and Bulkhead used their superior strength to easily submit their opponents. Bumblebee used his boxing style of fighting to dodge attacks and knock out his adversaries while Arcee used her speed and agility to send quick punches and powerful kicks to subdue the 'Cons.

Meanwhile, back in the MECH chopper, Silas continued to watch on with inward fascination of the fighting machines. Though he didn't show it, he was awe-inspired from these transforming robots. However, he still had a mission to accomplish, recovering the D.Y.N.G.U.S.

"Sir, if the D.Y.N.G.U.S wasn't in the truck…" the pilot trailed off.

"Yes, that…" Silas replied, snapping out of his muse.

He then activated his radio link, connecting with Agent Fowler's communicator. "Special Agent Fowler you live a charmed life walking amongst titans".

' _If you thought they were impressive, just wait until you see Team 10."_ Fowler mused.

Fowler held the radio up to his hear, and responded, "Come on down and I'll introduce you."

"In good time, however, I am still wondering how the D.Y.N.G.U.S could've vanished into thin air without a trace" Silas replied.

His attention was focused on a digital screen that showed a purple dot moving along a railroad. It didn't take a rocket scientist to figure out what happened to the nuclear device.

"Now if you excuse me, I have a train to catch" Silas said as he shut off the transmission.

Back on the ground, Agent Fowler was shocked that this Silas figured it out. He turned around to watch as the green military chopper flew off, heading in the general direction of the freight train. Fowler quickly shifted channels to Optimus's com-link.

"Prime, Silas got wise to phase two".

Optimus had just finished beating the stuffing out of a few 'Cons, but as soon as Fowler called in, he momentarily lost his concentration on the battle.

"I understand,"

Out of nowhere, Optimus received the end of a tree trunk to the helm from an Eradicon. Caught off guard by the attack, Optimus stumbled backwards until he fell off the cliff. He rolled on the rock face shortly before colliding with the hard, rocky ground on his front-side. The red titan attempted to get up, but it was in vain, he was in too much pain.

"Prime! Do you read me?! Prime!" Fowler shouted in the radio.

After receiving no response, Fowler knew that Optimus was down. And with MECH gearing to steal the D.Y.N.G.U.S, he was left with no other option. He switched channels to connect with the Autobot base.

"Fowler to base, Prime is down. I repeat, Prime is down, and MECH has gone after the train!"

* * *

 **Autobot Outpost**

" _Fowler to base, Prime is down. I repeat, Prime is down, and MECH is fixing to steal the D.Y.N.G.U.S!"_

Ratchet and Team 10 were surprised with how things were developing. It appeared that whoever this MECH group was, they were not messing around. Nonetheless, it seemed as if the Autobots could handle them alright. Nonetheless, they can't handle the 'Cons and protect the D.Y.N.G.U.S all at once, especially with Optimus out of commission.

"That's not good. Not good at all," Ben commented. He then turned to Kevin with a hard glare. "See what I mean when I say you should never say 'What could possibly go wrong?'!"

Kevin rubbed his neck sheepishly and only shrugged.

"Guys, this is serious! Optimus is down and MECH is fixing to snatch the D.Y.N.G.U.S." Gwen reprimanded.

" _Base, I need you to send in Team 10 to guard the D.Y.N.G.U.S.; the Autobots are still preoccupied with the 'Cons"_ Fowler continued.

The three super-powered teenagers looked at each other, all realizing the importance of this situation.

"Not on our watch. If MECH wants the D.Y.N.G.U.S, they have to get on that train." Ben replied.

"So, we get on the train and run some human-on-alien interference, huh?" Kevin smirked and then popped knuckles. "Sounds good to me".

"Absolutely not! Not only do you want me to bridge you into a confine space but one moving at ninety miles per hour?! I can't even think of what could possibly go wrong: mental trauma, twisted limbs, metal burn…"

The alien trio looked at Ratchet blankly.

"Well…maybe not the last one" The medic muttered. "Regardless, it is nearly impossible to fix groundbridge coordinates on something moving at that speed."

Kevin sat down at a computer and frantically typed on the keyboard. A few seconds later, he replied, "Would it help if we had access to the train's travel path?"

Suddenly, a map of the train's position showed up on the middle screen. Ratchet lifted an optic brow and answered, "Well…"

* * *

It didn't take long for the MECH chopper to catch up to the freight train. Silas grinned at how easily it will be to take the D.Y.N.G.U.S, now that the Fowler and the 'Bots were out of the way.

"Immobilize them," ordered Silas.

A MECH soldier in the back opened the chopper door and aimed a high-tech firearm at the train and fired. The projectile clamped on to the side of the main engine and discharged a large amount of electricity that not only cut off the engines but also travelled down the length of the train.

Inside the box car that held the D.Y.N.G.U.S, was a single soldier guarding it. The soldier was cut by surprise when a painful amount of electricity surged from the metal floor and into his body. After a few screams, the man collapsed to the floor unconscious.

Ten seconds later, a swirling green portal opened up inside the box car. Exiting from the vortex were Ben, Gwen, and Kevin. They saw the D.Y.N.G.U.S on the far side of the car and a man lying on the floor. Seeing the down soldier, Gwen immediately ran to his side to check for a pulse. She exhaled deeply, relieved that he was alive.

"Is he okay?" Ben asked, concerned for the man's health.

Gwen nodded. "Yeah, he'll be okay, he's just unconscious".

Kevin walked over to the right-side door of the box car and pushed it open. The Osmosian teen poked his head out to see a green chopper hovering right over them. He could see three men attired in full grey and green combat suit along with mask and goggles that covered their facial identity, preparing to slide down a rope and get on the roof of the train car.

"Get ready, they're about to board" Kevin said.

"Let them, we'll just kick their butts" Ben replied, confidence in his voice.

All of a sudden, they looked up to see a torch cutting into the roof. Kevin pulled the unconscious soldier out of the way whilst Ben and Gwen back up, gearing up for the fight to come. Once the flaming torch had cut a full square piece, it fell to the floor, allowing the three MECH soldiers to jump in. The trio was armed with advanced looking firearms, none of which Team 10 had seen before.

After getting the unconscious American soldier out of the crossfire, Kevin took his stand along with Ben and Gwen, who were staring down at the three MECH minions. Said minions were rather confused as to why there were teenagers guarding the D.Y.N.G.U.S.

The leader of the trio pressed a button on his ear piece. "Commander Silas, there are three teenagers guarding the D.Y.N.G.U.S. What are your orders?"

" _Kill them. Leave no witnesses"._

The trio looked at each other shortly before aiming their weapons at Team 10.

"Orders are orders," the leader said.

A millisecond after they pulled their triggers, Gwen threw up a mana shield over her and her friends, thus deflecting the bullets. The MECH trio immediately ceased fire and backed up, shocked at what happened. Kevin touched the side of the train car and absorbed the metal, coating his body in greyish-red armour.

"Yeah, you guys won't be able to fulfil those orders" Kevin retorted.

When Gwen let down the shield, Kevin charged into action and tackled one of the MECH soldiers to the ground. Meanwhile, Ben swiftly activated the Omnitrix and slammed down the dial. The two other MECH foot-soldiers were forced to cover their eyes from a blinding emerald light.

After the flash of green, floating in Ben's place was a blue and white jellyfish-like creature. It had four tentacles hanging below him while two others were used for arms. It had no facial features, only two green eyes. The Omnitrix dial was positioned on its chest.

" **Ampfibian,"** Ben yelled in an underwater voice.

Though the masks and goggles were covering their faces, anyone could tell they looked shocked. "W-w-what the hell are you people?!"

"Language" Ampfibian mocked.

The floating jellyfish-like creature flew towards a MECH soldier, wrapped its tentacles around him, and delivered a powerful shock; but not too powerful to kill. He screamed in agony before shortly passing out. Gwen then took out the third soldier by sending a folly of punches and kicks before he even knew what happened. Team 10 piled up the unconscious bodies of the MECH men. The Anodite teen then tied them together with a Mana rope.

"That was pretty easy" Kevin remarked.

"What did you expect from low-life terrorists, especially from earth" Ben retorted with sarcasm.

…

Inside the cockpit of the MECH chopper, Silas and the pilot were stunned, awed, and shocked at what they witnessed. The three MECH agents had cameras installed into their masks so that Silas could monitor them to check in on their progress. Silas watched as three human teenagers with strange, powerful abilities took down his agents with ease.

Though those living machines were something to marvel at, the discovery of these humans and their powers was extraordinary. How is it that these humans have super-powers? How has no one ever heard of them? What other abilities do they have? How serious of a threat do they posse to MECH? Not knowing the extent of their enemy's abilities, Silas was left with no other option but a tactical retreat.

"Retreat," He ordered the pilot.

As the military green chopper picked up speed and gained altitude, Silas picked up a rocket launcher-like device from beside his chair and placed it on his right shoulder.

"Combat rule number one: never leave the enemy with the spoils."

After opening his side window, he held up the weapon and fired it. A missile-like projectile ripped through the air and gained distance far in front of the train. After ten seconds, the projectile collided with the ground over a mile away, destroying a large section of the tracks in the process.

…

"Uh, guys, MECH just took out the tracks up ahead" Gwen, who was looking out the door, said in a fearful tone.

"We need to get out of here fast, the soldiers too" Kevin responded.

"We leave the D.Y.N.G.U.S here to meltdown and destroy four states. We've got to stop this train!" Ampfibian argued.

"How?" Kevin asked.

Ampfibian was silent for a moment, pondering on a possible plan. His green eyes widen as soon as it came to him.

"I have an idea. Kevin, you're with me. Gwen, you stay here and guard those MECH guys".

Gwen nodded in understanding.

Ampfibian quickly wrapped two of his bottom tentacles and around Kevin's arms and flew out of the box car and over the roof of the train, heading straight towards the engine.

"So, what's this plan of yours, Tennyson?" Kevin asked with a raised metal brow.

"You'll see," rasped Ampfibian.

Reaching the front of the engine, Ampfibian laid Kevin down and slapped the Omnitrix dial. After another flash of green, standing in Ampfibian's place was a being comprised of greenish-blue crystals and wore a green and black outfit.

" **Diamondhead,"**

Diamondhead turned his hard, determined gaze forward. He could see the large crater and the ruined tracks in the distance. He knew that he needed to stop or at least slow down this train pronto.

"Speed bumps should do the trick" Ben stated.

The Petrosapien lifted up his right hand and fired several crystal shards way in front of the train. As soon as the shards hit the ground, they grew in size and mass until several rows of large crystals took up the entire track. Diamondhead took a knee and grabbed Kevin's right arm.

"You better hang on tight" Diamondhead suggested.

Seconds later, the train shook violently as it struck the first crystal speed bump. The front of the train became dented and heavily damaged after impacting with the other four crystal masses. Though Diamondhead's crystals slowed the train down, it was still going too fast.

"We're still going too fast" Kevin noted as he and Ben both stood up. "Got any better ideas?"

Diamondhead thought for a second and quickly came up with another alternative. He fired a few crystal shards into the train engines roof. Suddenly, the shards grew until they became a large mass of green, crystal rock. Attached to the rock mass was a rope of crystals connecting to Diamondhead's right hand.

"Perhaps an anchor will help." Ben said as he threw the crystal mass over the side.

The diamond anchor dug deep groves into the ground and it was slowing down the train; however, it still wasn't slow enough. As Diamondhead held on tightly to the crystal rope, he looked at Kevin.

"Kev, can you hold this?" He asked.

The Osmosian teen nodded and took hold of the diamond rope. To keep himself from getting pulled off, Kevin used his powers to grow spikes from the bottom of his feet, allowing his feet to dig deep into the train's roof, not unlike cleats into grass. Satisfied that Kevin could hold it, Diamondhead let go.

"What are you going to do?" Kevin inquired, gritting his teeth as struggled to hold on to the rope.

The teen hero walked up to the front of train before responding, "I'm going to get big."

He once again tapped the Omnitrix dial. In the wake of the third emerald flash was a twelve-foot-tall, bipedal dinosaur-creature with rough, brown and beige skin. The Omnitrix disk was present on the being's chest.

" **Humungousaur,"**

Humungousaur, with his back facing the train, dug his hands deep into both sides of the engine as he lowered his feet to the ground, right outside the rails. Ben closed his eyes and gritted his teeth as agonizing grunts emanated from the depths of his throat. The friction between the ground and Humungousaur's feet was very painful; nevertheless, Ben had to endure it. In response, Humungousaur pushed his feet deeper into the ground whilst his grip on the train tightened to wear the metal exterior began to bend.

Between Humungousaur up front digging his feet into the ground and Kevin holding a diamond anchor that was also digging into earth, the train's speed began to drastically decline. After another few hundred yards, Humungousaur and Kevin finally brought the train to a stop, with only a couple meters away from section of destroyed track.

Humungousaur let out a long, deep exhale before collapsing to his hands and knees, just inches away from the crater. Kevin too let out a long sigh before jumping off the roof of the train and to the ground.

Before both teen heroes could say anything, the horn of a semi-truck caught their attention. They turned around to see Optimus in vehicle form pulling up beside them. He then shifted into robot mode and looked at them with concern. After regaining consciousness, he quickly took off to catch up with the train. He was relieved that Team 10 had kept MECH from making off with the D.Y.N.G.U.S and stopping the train.

"Ben, Kevin, are you alright?"

"Ugh," Humungousaur slowly stood up. His feet and legs were still hurting, but he could deal with it. "I'm gonna need to soak my feet in ice for a week. Other than that, I'm good".

"I'm okay too".

Optimus smiled underneath his mask.

The trio's attention was then grabbed by the green helicopter hovering high above them.

…

"Well played visitors." Silas commented. "But MECH still has home-field advantage and trust me we will level that playing field" He looked at the screen that showed a digital scan of Optimus. "Even if it means we have to take you apart, to see what makes you tick."

The leader of MECH then switched videos to that of Gwen summoning a mana shield, Kevin absorbing the train car's metal, Ampfibian shocking his agents, then Diamondhead firing crystals shards and finally Humungousaur stopping the train. He knew that he had only seen a taste of what abilities those three humans had. Surprises were still to come from the 'Bots and these humans, especially that shape-shifting one.

Silas grinned sadistically. "And rest assured we'll know the secrets of your strange, human friends as well…and perhaps learn the key to harnessing their powers".

…

Optimus, Humungousaur, and Kevin watched as the green chopper flew away, high into the sky.

"I have a feeling we haven't seen the last of MECH." Ben noted disdainfully.

"Indeed, we haven't." Optimus agreed.

"So," Kevin continued, "what do we do about those MECH agents?"

"MECH agents?" implied Optimus.

"Yeah, three of Silas's minions jumped aboard the train and tried to steal the D.Y.N.G.U.S. Don't worry though, we took care of them, and Gwen is watching over them" Humungousaur explained.

Optimus nodded.

"As for those guys," Ben turned back to Kevin. "We'll let Fowler take care of them. Maybe he can get some information out of them while they're in custody" Humungousaur answered.

" _Optimus, are you and Team 10… intact?"_ Ratchet asked hesitantly over the com-link.

"Indeed, Ratchet. Crisis averted. However, the world we live on is much different than we could imagine… one that has forged its own Decepticons… in human skin." Optimus stated with a grave tone.

* * *

 **A/N: Just a small note, I'm skipping Deus Ex Machina, because I didn't find this episode all that interesting in the show and getting straight to Speed Metal, one of my more favourable episodes in the series.**

 **Please leave your reviews, suggestions and questions in the review box. Until next time…**


	11. Chapter 11

**A/N:** **A few of you may be wondering why a few chapters disappeared and reappeared. When putting chapter 10 I realized I numbered the chapters wrong and the only way to correct was to delete them and re upload the chapters with the changes.**

 **This chapter introduces one of my characters into this series, Knockout. Yay!**

 **Now, on with the show!**

* * *

 **Ben 10: Prime Force**

 **Chapter 11: Speed Metal**

…

It was night time, the stars were out, and the full moon illuminated the landscape. A metropolitan area could be seen in the background. Driving along lone road that stretched into a forest, mountainous terrain, away from the city, was a nice, custom sports-car with a red paintjob and silver flames on the sides.

This car was the Decepticon medic, Knockout. He had just finished his duties on the _Nemesis_ , and any he didn't complete; his assistant Breakdown could complete them for him. But for now, Knockout wanted to enjoy his downtime, and what better way than racing.

Speaking of racing, a broadcast of illegal street racing came through on the radio.

" _Metropolitan PD is still cracking down on illegal street racing; a crime that endangers both drivers and pedestrians"._

Knockout cut off his radio, hearing enough of the broadcaster's nonsense. The egocentric 'Con then kicked up his speed, heading towards the usual starting point of the street races. A few minutes later, he arrived at the starting point. At least three other sports-cars were there, each one and different colour and a different model.

He pulled up to a black, custom sports-car. The driver of the black car was a male, at least twenty years of age, clean-shaved head, and had tattoos that joined from his arms, neck and head, sneered at Knockout.

"Not from around here, European design?" He inquired.

He received no response, which made him slightly scowl. His scowl then quickly turned into a mischievous grin. "Sure is pretty… _too_ pretty."

The tattooed driver stretched his left hand and used his ring to leave a noticeable scratch in Knockout's paintjob. The medic turned his mirror to investigate the scratch and inwardly snarled.

"Big mistake," Knockout growled as he put himself in gear. He would have been gritting through his teeth, if he had been in robot mode.

The signal man up front held up his flashlight and turned it on, signalling to go! The four sports-cars immediately burned rubber and took off down the mountainous road. The black muscle car swiftly took the lead, bringing a satisfied grin to the tattooed driver. However, Knockout accelerated past the other cars and quickly approached the black car.

Full of rage and intent of revenge, Knockout sped forward and collided with the black car's back bumper. The driver jolted forward and looked back with surprise and anger.

"HEY!"

When they came to a cliff-side curve, Knockout sideswiped the onyx sports-car, sending it hurling off the cliff! Thankfully for the driver, the fall was short and not fatal. Nevertheless, his car was totalled and he sustained a few broken bones, bruises, and cuts. He weakly opened his eyes and looked up through his shattered windshield, seeing a pair of headlights off the edge of the cliff.

"You scratch my car, I break yours" Knockout stated.

The crimson sports-car backed up, went into drive, and took off down the road.

* * *

 **Jasper High**

Ben Tennyson exhaled a happy sigh as he walked down the hallway of Jasper High. The school day was over and he didn't have to work today, which meant he could go riding with Arcee. His rides with the blue femme were becoming very enjoyable and comforting not just for him, but for the female Autobot as well.

As he was strolling down the hall, he was reflecting on the Autobots foiling the Decepticons latest scheme. Apparently, while Team 10 were at their respective jobs three days ago, two Decepticon newcomers, Knockout and Breakdown, broke into a museum and stolen what was later identified as an Energon Harvester. It was a golden sphere that could suck the Energon out of any source, including Cybertronians.

Assuming that Starscream would attempt to harvest Energon out of Earth's un-mineable areas, the Autobots split up all across the world. However, earlier that day, Bulkhead had discovered an Energon vein unearthed at a construction site in Greece and predicted Starscream would most likely harvest that Energon first, considering it would be far easier. Fortunately, the green wrecker was right for once.

After a quick fight with both Knockout and Breakdown, Bulkhead successfully destroyed the Energon Harvester, almost getting all the Energon sucked out of him in the process. Thankfully, the other Autobots quickly arrived on scene and took Bulk back to base for immediate medical attention, but the tough Autobot made a swift, full recovery.

Team 10 was a bit steamed that the Autobots hadn't contacted them for assistance; however, the trio let it go, satisfied that the 'Bots had handled it well. Ben pushed open the front doors and walked outside. A smile crossed his face as soon as he spotted Arcee already up front parked in vehicle mode.

But his smile quickly faded. Parked next to Arcee was a black muscle car with flames on the side, and leaning on it was the self-proclaimed bully of the, Vince. Ben was not a fan Vince, he had an arrogant and self-proclaimed superiority aura around him, and he messed with others to make himself feel tough.

Ben ignored the teen and proceeded to Arcee. After strapping on his silver helmet with green highlights, Ben put up the kick-stand and started Arcee's engine. He almost shuddered from how powerful she was. Before he could leave, Ben was stopped by Vince.

"Hey, cherry mop-head" Vince stated with a smug grin.

Ben paused for a moment, and then looked back. "Uh, this mop-head has dual carbs and can reach naught to sixty in three and a half seconds, pal" He retorted.

Arcee and Ben then zoomed out of the parking lot and down the street. Meanwhile, Vince's brows furrowed as his smug grin turned to a scowl.

It didn't take long for the teen hero and the Cybertronian femme to arrive in downtown, which happened to be quiet, as usual. When the duo came to a stop at a red light, Arcee teased, "Uh, Ben, a lady's vital stats are her own business".

Ben only sighed in response.

"Uh… hey," A female voice said.

Ben turned to his right to see Sierra and her friend standing on the sidewalk. Ben remembered Sierra and her friend Annie. He had met them both at the parking lot of K/O Burger when he first straddled Arcee and had been chased by Decepticons. Ben didn't know much about these two girls, however, that was understandable considering he spent most of his time at base and on missions rather than in Jasper.

"Uh… hey," Ben responded awkwardly.

"Uh…you're Ken, right?" Sierra asked.

"Uh…no…it's Ben" He corrected.

Sierra blushed from embarrassment. "Oh… right, sorry. I remember... you're that guy we met at K/O Burger, the one who thought he was famous".

Ben looked away and rubbed the back of his neck sheepishly and laughed awkwardly. "Uh…yeah…that's me".

"Well, I'm Sierra" The auburn-haired teen smiled.

"Um…yeah I know".

"Listen… I've actually wanted to talk to you, Ben. I was wondering if maybe… I don't know… we could go for a ride together?" She asked, blushing a bit.

"Um… I…" Ben stuttered. ' _Is she really asking for a ride? Is this her way of hitting on me? Oh_ _boy'_ _He_ thought.

If Arcee were in robot mode, her optics would be narrowing in contempt. In addition, there was one other unexpected emotion, jealousy. The blue femme unnoticeably rotated her mirror towards Ben's face.

"I'm your friend, hero, not your wing-girl" Arcee quietly stated.

Ben turned back to Sierra, but before he could answer her, the sounds of an obnoxious engine interrupted him. Right on cue, Vince drove up in the lane in-between Ben and Sierra in his black, custom sport-car.

"Hey, hey… small world," Vince smirked haughtily.

"Uh… kinda having a conversation here, mate" Ben replied, clearly annoyed.

Ignoring his statement, Vince stated, "Cheer captain here might enjoy you taking on four wheels of muscle car".

Ben's emerald eyes narrowed. "Are you challenging me to a race?"

"You catch on quick, green boy. Now what do you say?" Vince leaned forward, furrowing his brows while superciliously smirk took place on his face.

Ben stared back at Vince and then at Sierra. She smiled and winked. He knew she wanted him to accept the challenge, but he didn't care about that. Sierra, although attractive, just wasn't his type. Nevertheless, he never backed down for a challenge, especially when someone was clearly disrespecting him like Vince was.

Before Ben could answer though, the traffic light turned green. Immediately, Arcee accelerated forward, leaving Vince, Sierra, and Annie in the dust.

Halfway up the block, Ben took hold of Arcee's handlebars and used them to steady himself. "Arcee, you didn't let me answer".

"The answer is no," She simply replied.

"But we can smoke him!"

"Yep,"

"Ugh…" Ben sighed in frustration, "you just don't get it".

"I didn't make the rules Ben, Optimus did." Arcee explained as the came to another stop at a red-light. "And rule number one in case you missed it, never abuse power, and that includes horsepower. I figured you should know that, considering you have more power than all of us combined".

Ben didn't have to turn his head to know Vince was pulling up by him again. He could also feel the smugness irradiating off of the ginger bully. It just made Ben seethe inside; however, the teen hero swallowed his pride and did the right thing.

Exhaling a sigh, Ben said, "Look Vince maybe racing isn't such a good…"

He was interrupted when Vince started laughing. "Oh, I get it. You know, you ride around on your bike, thinking it's something special, but it's really just a hunky, clunky trike," Vince paused for a moment and emphasized the last statement, _"and ugly"._

When the light turned green, Vince performed a U-turn and spun out, leaving Ben and Arcee in the dust. Meanwhile, the blue femme inwardly snarled from Vince's insult.

"That's it! The yahoo is going down!" Arcee yelled.

Before Ben could remark, the blue sports-bike turned around and sped towards Vince. Ben looked back at his Autobot partner's dashboard and inquired, "Whoa, what happened to rule number one?"

"Even unbreakable rules can be bent Ben. Just this once," Arcee answered.

Ben only smirked in response.

While Sierra and Annie were walking down the sidewalk, Vince pulled up by them and came to a screeching halt. "Hey ladies, your pal Tennyson is…"

Suddenly, the familiar motorcycle engine caught his attention as Ben and Arcee pulled up beside Vince.

"Is ready when you are, Viny," Ben smiled.

The red-haired teen smirked in satisfaction. "Dirt road by Trucker's Ranch…one hour."

…

One hour later, on an old asphalt road in a huge expanse of desert land, Vince and Ben were lined up at their makeshift starting point in their respective vehicles. A mile down the road was Sierra and Annie at the finish line.

"From here to the next mile marker. Ready…GO!"

Vince instantly stepped on the gas and accelerated forward, leaving a trail of dust in his wake. Arcee and Ben then picked up their speed to catch up to the arrogant bully.

"Well that was fair" Ben commented.

Another thirty seconds in the race and the duo were still behind Vince. Ben frowned, knowing that the mile marker was quickly approaching.

"Uh…Arcee?"

"Winning isn't enough, Ben. You want to make him cry" The femme replied.

All of a sudden, the blue motorcycle zoomed forward in a burst of speed until it was now driving side-by-side to Vince's muscle car. Seeing that Ben wasn't in his rear-view mirror anymore, the red-haired teen was confused. When he looked to his left, his mouth dropped to see Ben popping a wheelie on Arcee.

Without warning, Arcee came back down to two wheels and kicked up her speed even more, thus leaving Vince behind them. Vince gasped at Ben going so fast on his bike. He had never seen any sports-bike go so fast. As the blue Autobot and Omnitrix bearer crossed the mile marker in first place, Arcee honked her horn in excitement.

"Alright! Outstanding!" Ben cheered.

* * *

 **The** ** _Nemesis_**

Inside the med-bay of the Decepticon flagship, lying on a flat metal berth was the comatose form of Megatron. His body was covered in dents and grime, but what was really noticeable, was the gaping hole in his spark chamber. Despite these extensive injuries, the computers registered that there was indeed brainwave activity and slight spark-beats. The leader of the Decepticons was indeed resilient.

Currently, Breakdown, one of the Decepticon newcomers and brute of the battlefield, was buffing the dents and cleaning the grime out of Megatron's armour and finish. As he did, the new leader of the Decepticons, Starscream, walked into the med-bay. His talon hands were behind his back, giving himself a sense of superiority.

"Breakdown, is there any… change in Megatron's condition?" Starscream asked with a devious smirk.

The blue 'Con ceased his ministrations and looked between Megatron and Starscream. "Hmm…only cosmetic".

"Hmph, I'm sure you and the good doctor have been doing everything in your power," Starscream then looked around the room, looking for the red 'Con. "Where is Knockout?"

Suddenly, right on cue, the doors slid open to reveal the narcissistic Decepticon strolling in with grace. "Can you believe what some human flesh bag did to me?!" Knockout complained, pointing to a scratch on the door of his right forearm. "Ugh…". Even though he hated the humans, he had to admit, they had a good eye when it came to vehicular design.

Starscream growled. "You've been street racing amongst the locals again, haven't you?"

"I'm not only an automobile, but an automobile enthusiast" Knockout complied with a smirk.

The silver seeker narrowed his red optics in contempt. "I do seek to run a tight shift, Knockout. I would strongly suggest you notify me first before you leave the ship on one your… jaunts".

"No worries, commander" The crimson mech sneered.

'Screamer's optics narrowed further. "It is Lord to you".

"Only if Megatron takes a nosedive" countered Knockout.

"Ugh…" Starscream approached the doctor and leaned downward to get in his face. "The day our master emerges from stasis, I will graciously relieve the title. But I believe that outcome is unlikely; something to do with the quality of medical care around here" Starscream grinned at the last part.

After a moment of staring into each other's optics, Starscream turned around and proceeded towards the door. "So, continue buffing. We will want our master to look his best for the memorial".

As soon as the doors closed behind Starscream, Knockout shot him 'the bird'. It was a gesture he had picked up from human culture, especially in his street racing treks. "Buff this!"

* * *

 **Autobot Outpost**

As Arcee and Ben came to a stop into the command center, the teen hero dismounted her vehicle form, allowing her to transform to her bipedal form. She looked down at him with her cerulean optics.

"Not a word to anyone". She said.

"Our little secret," Ben winked with a knowing smirk.

Satisfied with the answer, Arcee strolled off to a different part of the command center. Ben was just about to head to the human area until Kevin came up from behind him.

"Dude! Vroom, vroom, vroom!" Kevin acted as if he were holding onto handlebars as he made engine noises. "And the winner is…?"

Ben's eyes widened from the realization. "Kevin, who told you?"

The Osmosian teen crossed his arms over his chest. "Gwen told me. She says it's all over school".

Ben's eyes only widened more. He then heard the sounds of footsteps and turned around to see Gwen approaching him.

"Although I don't necessarily agree with what you did Ben, I do have to give you props. You sure smoked the pants off of that blowhard" Gwen smiled.

Ben grabbed Kevin and Gwen's shoulders and pulled them towards him into a huddle. "You guys have got to keep this low key, especially around the big guy, and I don't mean Bulkhead"

Kevin and Gwen didn't argue, instead they nodded their heads in understanding.

* * *

 **Outside school**

The next day, after school, Ben walked out of the school building relieved that the day was over and he could get back to the Autobots. He was intending to head to a secluded spot where he could transform into Skidmark, since Arcee was away on a mission. That was until a certain, red haired girl exited from the doors and called him.

"Um… hey… I've been looking for you," Sierra said. As Ben looked back, she continued, "Wow, the race… yeah how great was that… I was like… yeah… go Ben!"

Ben smirked, enjoying the feeling of being liked. "Um…it was nothing".

"You got that right!" Vince yelled as he nudged past him and got in-between Ben and Sierra, his face showing clear signs of anger. "But if you think you can run with the big boys, the Circuit, tonight...eleven pm".

Ben's eyes narrowed in annoyance. He thought he had put this blowhard in his place. When will he ever stop? _'Fine, Vince want's round two, I'll give him round two'_ Ben thought.

…

Ten minutes later, Arcee had arrived back from her mission early and went to pick up Ben before he could transform into Skidmark. While on the way to base, Ben explained what had transpired between him and Vince. Imagine her anger when the brunette teen had told her what he agreed to do tonight.

"You agreed to what?!" Arcee yelled.

"It was some kind of… secret racing club… I don't know… I had no choice. I couldn't let that blowhard get away with disrespecting me" Ben replied.

"You always have a choice, Ben. And what part of 'just this once' did you not understand?" Arcee countered, her irritation growing into dangerous levels.

"Yeah, yeah, I know… but we're on, right?" asked Ben.

"We are most definitely not on" The blue femme stated.

…

Driving along a lone stretch of road, outside of Jasper, was a custom, red sports-car with flame decals on the side. Knockout had again left the _Nemesis_ without permission and was seeking another challenge from the humans.

" _Knockout, Starscream's been looking for you again. Where'd you go?"_ Breakdown said over his com-link.

"Out for a little drive," responded Knockout, "I just stroll from town to town".

Suddenly, before the Decepticon medic could continue, a honking horn caught his attention. It was then that a purple muscle car passed him up and sped down the road in front of him. Knockout inwardly sneered.

"Waiting for the next opportunity to present itself," He finished.

After cutting the transmission, he put into higher gear and zoomed down the highway, searching for his next challenge.

* * *

 **Autobot Outpost**

In the human area of Autobot Outpost, Kevin and Gwen were on the couch, engaged in a heated, racing game. Both of their cars were neck-and-neck, closely approaching the finish line. But before they could, Ben walked up to them.

"Uh…Gwen,"

The Anodite teen lost her concentration and as a result, her car spun off the track, allowing Kevin to claim first place.

"Ha! I win!" He bragged.

Gwen only pouted as she looked back at Ben, annoyance ever present on her face for causing her to lose.

"What Ben?" She enquired.

"Uh…is there any chance I could borrow 'bee?" Ben asked, nudging his thumb to the yellow scout, who was listening in on their conversation along with Bulkhead.

Gwen pinched the bridge of her nose and exhaled a frustrated sigh. "Ben you know racing is against the rules".

"But he's got to put the bully in his place…and get the girl" Kevin added; the latter statement backed up with a smirk.

"I don't care about impressing Sierra. I just want to show Vince a little humility" Ben clarified.

"Ben… no, you need to let it go. You can't abuse your powers. You're not ten years old anymore; your seventeen and you need to act like it" Gwen reprimanded.

Ben saw the look Gwen was giving him, and it was obvious he was not going to be able to convince her. He mentally cursed, knowing that he wouldn't be able to go to the street race and beat Vince so he'd shut up and leave him alone. But then a light-bulb shined inside of Ben's head as an idea formed.

"Okay, okay I see your point," Ben held up his hands in a placating manner. He then performed and fake yawn and acted as if he were tired. "Well it's getting late, I better go 'recharge' as the 'Bots call it"

He stepped down the stairs from the human center and walked down the main corridor, leaving the others to watch him as he went. As Gwen started up a new game, expecting the fiasco to be over, Kevin starred back at the hallway and rubbed his chin in contemplation.

' _Something doesn't seem right. He surrendered way too easily. Meh… I'm probably overthinking it'_ Kevin pondered.

Meanwhile, all the way down the corridor, Ben stood in front of the main exit of the base. He then lifted up his jacket sleeve, revealing the white and green watch that was the Omnitrix.

"Luckily, I don't need an Autobot to help me out on this" Ben whispered.

He activated the Omnitrix and scrolled through the playlist. Once he found the head icon he wanted, he tapped it, allowing the faceplate to slid back and the Omnitrix core to pop out. Grinning ever more, Ben slammed down the dial, causing the hallway to be radiated in emerald light.

* * *

 **The Circuit**

The night sky was partially cloudy, showing a few stars and the full moon. Underneath the moon light, in a concrete canal used for water drainage was the Circuit, an illegal, underground street racing club. Dozens of teenage spectators have gathered, either race or watch. At least six cars had lined up for the race, one up front being Vince's.

Just a minute before the start, another car drove toward the starting line. Spectators and other drivers gasped and stared in awe at the vehicle. It was a 2018 white Lamborghini Aventador 2dr cpe, with two bolded, acidic green 10's on each door. The appearance of this supercar made peoples' eyes widen, while the feel of its powerful engine sent shivers down some spines.

The Lamborghini drove up on Vince's passenger side. When the red-haired bully finally noticed it, he turned his head toward it and stared in surprise and awe. He had never seen any car like that around here? Where did it come from? More importantly, who was driving it?

To answer his question, the Lamborghini's driver side window rolled down, revealing a grinning Ben Tennyson seating at the driver's seat. Vince's eyes only widened, causing Ben's grin to widen as well, showing his pearly white teeth.

"Bike's in the shop" He lied.

Nevertheless, Vince accepted the answer, and once he got over his shock, he sneered back at Ben.

" _Drivers are you ready?!"_ The announcer called.

Ben, or otherwise Skidmark, looked ahead to see Sierra waving at him. In response, Skidmark waved back with his hologram, designed to look exactly identical to his human form. As the other cars reeved their engines, Skidmark took the liberty of reeving his as well. Although his wasn't the loudest, it was the most powerful.

" _Keep it mean, but keep it clean"_ The announcer said. _"On your mark…get set…"_

The second before the green light went off, another car pulled into the race. It was a red sports-car with silver flame decals on the side.

" _Go!"_

Instantaneously, tires screech across the concrete ground as the group of muscle cars and race cars shot forward. A couple minutes into the race, Vince and Ben were tied for first as they took a sharp turn. Taking his opportunity, Skidmark gunned it and took the lead, leaving a steamed Vince in his wake. Ben grinned, already knowing he had this race in the bag.

Meanwhile, in third place, Knockout's scanners picked up on some, unique energy signature. His systems triangulated the origin to be emanating from the white Lamborghini up ahead. The doctor recognized the signature and connected with the _Nemesis_ 's database to identify it. After a few seconds, a match popped up, causing him to gasp.

"Well I be dipped. It's one of the Autobots super-powered pets, the shape-shifting boy. Oh, this night just got a whole lot more interesting" Knockout commented.

Knockout accelerated forward and rammed into Vince's car, causing the teen to swerve. Vince shouted as he tried to regain control of his car. With the arrogant bully taken out of the equation, Knockout kicked up into a higher gear to catch up to Skidmark.

While Skidmark was riding in first place, his scanners picked up on another Cybertronian signal, originating from behind him. He adjusted his mirrors to see a red sports-car gaining speed on him.

"Wait," Ben said through his hologram. "I know that car".

All of a sudden, two panels above Knockout's back finders flipped up, allowing a duo of Energon torrents to pop out. Red energy fired from the guns and right at the ground behind Skidmark. Ben swerved side-to-side to avoid the energy projectiles.

"Uh oh…maybe this wasn't such a good idea after all" commented Ben.

* * *

 **Autobot Outpost**

Right after Kevin and Gwen completed their game, which Gwen had won this time, the red-haired girl noticed something off about her boyfriend.

"Kevin is something wrong?" She asked.

He looked back at her with a serious expression. "Yeah, I can't get over how Ben seemingly gave up so easy on trying to borrow Bumblebee".

Gwen's brows furrowed as she picked up on what he was implying.

"Kevin are you suggesting that…"

"Hey," Arcee said as she strolled into the command center, "has anyone seen Ben?"

"Yeah," Gwen answered, "last time we saw him he was he heading to his room after I told him he couldn't borrow Bumblebee for some street race".

"Or so we think," added Kevin.

"Wait, what?!" Arcee said in a raised tone.

"Kevin, how could Ben go to the street race when he doesn't even have a vehicle to race with?" Gwen pointed out.

Kevin's eye brows rose in a 'are you serious' manner.

"Gwen, don't you remember? He doesn't need to borrow a car, not when he can just turn into one" Kevin countered.

Suddenly, Gwen's eyes shot open from that startling realization. To make sure, she scanned the base for Ben's mana signature, only to find nothing, thus confirming Kevin's theory.

"I don't believe it! He…"

Gwen was unable to continue as the computer's bleeped as a transmission came over the intercom.

" _Um…hey guys,"_ Ben greeted awkwardly.

Gwen and Kevin went to the computer station. Gwen pressed a button and responded, "Benjamin Kirby Tennyson… don't tell me you turned into Skidmark just so you could be in that race with that blowhard Vince".

There was a slight pause.

" _I would say that, but then I'd be lying"._

Arcee stepped forward. "Ben," She growled.

Just like Gwen, she was beyond angry at Ben right now. Not only for lying but his immaturity and abuse of power as well.

" _Listen, I know you guys are mad at me, and I don't blame you but I'm currently being chase by Knockout, and I would really appreciate some backup"._

"Ben, get away from any civilians and stay a safe distance away from Knockout," Arcee ordered. "We'll be there shortly".

" _Got it,"_ Ben replied before he cut the transmission.

"Yeah stay safe… until I get my hands on you" Arcee said as she clinched her fist, leaving Bulkhead and Bumblebee to look at each other. They were both feeling pity for the poor shape-shifter; he would have a better chance at surviving a one-on-one fight with Megatron.

* * *

 **The Circuit**

Ben Tennyson, currently in his Autobot form, continued to dodge Knockout's shots; however, he knew he couldn't keep this up, and like Arcee ordered, he also couldn't put the lives of these other human drivers at jeopardy. Skidmark raced up onto the slope of the canal and kicked up his speed, just before he drove right of the edge. Knockout followed swiftly, staying in hot pursuit.

Meanwhile, down in the racing circuit, when Vince regained control of his muscle car, he witnessed Ben's car and the unknown red car drive over the edge of the canal and into the air.

"What the…" He noted, still shocked over this development.

Skidmark's tires screeched as they came back down to the ground. In quick motion, the human turned Cybertronian drove onto a two-lane road and accelerated forward. But the Decepticon medic was still on his tail and firing countless Energon blasts in his wake.

Ben, who was currently driving at 150 miles per hour, punched his speed to 220; nevertheless, Knockout was still closing in. The white Autobot growled inwardly, trying to contemplate an idea to lose this Decepticon. Suddenly, an idea popped into his brain / processor.

Without warning, underneath Skidmark's back bumper, a valve opened that allowed a stream of oil to leak out. The greasy, black substance covered the asphalt in his wake. As soon as Knockout's tires made contact with the oil, the friction between his tires and the road was lost. He soon spun out of control and performed 360̊ turns a few times before coming to a stop.

"Sleek," Skidmark quipped.

As Ben continued to put distance between him and Knockout, he spotted a bridge just up ahead. He lessened his speed down to 30 and drove off the road and into the canal. Skidmark drove until he positioned himself underneath the bridge. Once he was, he cut off his engine and turned off his lights. The only accessories he left on were his hologram.

A minute passed away until he heard the familiar sounds of Knockout's engine. The Decepticon medic came to a stop on the bridge, searching for any signs of Ben or his signature, but was unable to find any signs of the teen hero. Venting a gruff, Knockout started up his engines and raced down the road.

Skidmark vented a sigh, relieved that the red 'Con was gone. Now all he had to do was wait on the 'Bots and then he could get back to base. Even though he would face some consequence for his actions, especially from Arcee and Gwen, he knew that would be better than being chased by a 'Con all night.

However, some nights just refused to end. His sensors spotted two headlights approaching him from up ahead. As it got closer, Ben recognized the car to be Vince's custom, black muscle car. He drove up until he was bumper-to-bumper with Skidmark.

"Aw man" he complained.

Vince got out of his car and slammed the door, anger and rage was evident on his face. "Tennyson!" He shouted as he punched his fist into his hand.

While this was taking place, up the road, Knockout came to a screeching halt. He adjusted his mirrors to see a light coming from under the bridge behind him. He shifted gear into reverse and drove backwards.

Back under the bridge, Ben's hologram displayed a bit of panic. "Vince, you have to get out of here! You win, okay now go!"

In response, Vince slammed his hands on Skidmark's hood in frustration. "Start her back up, loser! We're finishing this race! You don't wanna take it to the finish line then fine! Then we got something to settle… right here… and right…"

Before Vince could finish, a large metal hand grabbed around his waist and pulled up. Knockout threw Vince into the air and transformed back to his vehicle mode with Vince securely inside. He wrapped his seatbelts around the teen to prevent him from moving.

"Hey! W-w-what's going on?!"

Without warning, a mechanical arm with pronged fork type device on the end extended from the glove compartment and got into position where both prongs were facing Vince's eyes.

"W-w-what the?"

Before Vince could remark, two electric bolts emitted from the device and into Vince's eyes. This discharge immediately knocked out the arrogant, red haired teen. With his passenger secure and subdued, Knockout raced forward.

Skidmark drove out of the canal and back onto the road. He was just about to follow Knockout in hot pursuit until he heard a familiar bleeping sound. Skidmark came to a complete halt just as the Omnitrix dial on the end of his hood began blinking red.

"Oh god! Not now!" Ben protested.

A second later, the white Lamborghini was engulfed with red light. In the wake of the blinding crimson light was Ben Tennyson, back in his human form, and standing in the middle of the highway. He looked down the road to see Knockout disappearing in the black of night.

"Aw man, this is bad. Really bad" The teen stated with worry evident on his face.

…

As Knockout zoomed down the road, he activated his com-link. "Breakdown, you'll never guess what I'm packing… one of the human shapeshifters friends, and when the shape-shifter attempts to stage a rescue…"

" _He experiences a… breakdown"._

Both the medic and brute broke out into a fit of sadistic laughter.

…

"Aw man," Ben said again.

Suddenly, the familiar sounds of a groundbridge portal caught Ben's attention. He turned around to see a greenish-blue portal opened a few meters behind him. Exiting from it was Bulkhead, Bumblebee, and Arcee in vehicle form. The latter two immediately transformed into their bipedal modes. But once Kevin climbed out of Bulkhead, the wrecker too changed into his robot form.

Arcee, with her hands on her curvy hips, stared down at Ben with a displeased look. "Ben, I think me and you need to have a little chat."

"Not now Arcee, Vince just got snatched by that sleek, sports-car 'Con".

"What would Knockout want with a random human?" She inquired with a raised optic brow.

"I… I don't know he probably mistook Vince for one of my friends, heck he's not even close to being my friend! Look, it doesn't matter why, we need to help him" Ben replied.

"Oh well," Bulkhead shrugged, "tough break for Vince".

"Bulkhead?!" Ben yelled; shocked at what he was hearing.

"What? I hear the guy's a jerk".

"He is, from what I hear from Gwen" Kevin added.

"N-No argument there, but Vince is also innocent and he doesn't deserve to be squashed by 'Cons" Ben countered.

Arcee thought it over for a second and agreed with Ben. She then transformed into her motorcycle form and drove up to Ben's side.

"Hope on," She instructed.

He pulled his helmet out of Arcee's subspace and strapped it on. Once secure, Arcee and the group of Autobots accelerated forward. As they were driving, a question popped up in Arcee's processor.

"So, how come you don't just go alien? It'll make finding this kid a lot easier."

"I would if I could, but the Omnitrix needs to recharge" Ben answered, holding up his wrist to let her see the watch, and the faceplate that was blinking red.

"How long will it take before you're not considered a liability?" She asked.

Ben smirked, "Not long at all".

…

Arcee, Bulkhead, and Bumblebee continued driving down the road, which lead them right back into Jasper. They then came to a stop at a red light. But from a stroke of luck, Knockout came zooming across the intersection at a very fast speed. Immediately, the Autobot trio, with the Ben and Kevin, turned right and pursued him.

Knockout adjusted his mirror to see a yellow/black Camaro, a green SUV, and a blue motorcycle coming straight for him. "Hmm…the shape-shifter brought company".

The sports-car 'Con quickly turned off the road and into a warehouse district.

"On your guard boys," Arcee warned, "it could be a trap".

Arcee slowed down and allowed Bumblebee, Bulkhead, and Kevin to take the lead. She then adjusted her mirror to look at Ben.

"Is the Omnitrix recharged yet?" She asked.

Ben lifted up his sleeve to check, and sure enough the square faceplate was in the green. The teen hero smiled and replied, "It is now".

"Good" She then came to a stop, letting Ben pull his helmet off and dismount her. "You go with Bee, Bulk, and Kevin; I'll take the high ground" Arcee ordered.

Ben nodded and ran in the direction towards Kevin, Bulkhead, and Bumblebee. He caught up with the trio right when Bulkhead let Kevin out so he could transform to his bipedal mode. Kevin had absorbed Bulk's armour, thus coating him in strong green metal. He and Kevin stayed behind Bulk and Bee as they walked into a warehouse parking lot. For a moment, it was quiet and there appeared to be no sign of Knockout.

Suddenly, a pair of headlights came on way on the other side of the parking lot. It didn't take Ben long to recognize them for Knockout's headlights. However, before he could act, an explosion from behind took the two Autobots and two superheroes by surprise. All four of them turned around to see the massive form of Breakdown and a squadron of five Vehicons charged out of a warehouse building.

While the Vehicons attacked Bulk and Bee and kept them busy, Breakdown took on Ben and Kevin. Both yelping in surprise, Ben and Kevin jumped out of the way as Breakdown punched the ground where they had been previously been standing.

" _Breakdown in case you're wondering I decided to hit the road. One scratch is enough for today"_ Knockout said over his com-link.

Nevertheless, Breakdown ignored his partner and focused his attention back on Ben and Kevin.

"Ha! The shape-shifter and the one who absorbs matter, I've heard so much about you two. I'm looking forward to splattering you both across the ground" Breakdown said.

Kevin furrowed his brows. Concentrating on his powers, Kevin morphed both of his hands to triple in size as grow spikes on the knuckles.

"Don't make threats you can't keep, tin-man!" Kevin retorted.

The Osmosian teen charged forward and jumped into the air to deliver a nasty haymaker to Breakdown's chest. Kevin landed feet first on the asphalt covered ground whilst the blue 'Con stumbled back a bit. The raven-haired teen then jumped forward again to send another attack; however, Breakdown was ready as he easily swatted Kevin away like a fly.

"Wwwwhoooa!" yelled Kevin as he went hurling straight through a wall of a warehouse.

Breakdown then turned his gaze to Ben and sneered evilly. Shifting his right servo into a hammer, Breakdown proclaimed, "You're next, fleshy."

Ben narrowed his eyes. "Don't be so overconfident, metal head. You're not the only brute here" Ben tapped the Omnitrix faceplate and selected an icon. As the plate slid back and allowed the core to pop out, Ben grinned, "Alright, get ready to meet Humungousaur!"

A blinding emerald light caused Breakdown to shield his optics. When the light died down, standing in Ben's place was a small, yellow bug-like creature. It had a large fork-like antenna, four stick legs, and a beak that opened vertically. Its eyes were black with green pupils. Attached to its neck was a green and white brace with the Omnitrix symbol in the center.

" **Ball Weevil,"** Ben shouted in a high-pitched voice. The insectoid alien looked himself over for a second before he groaned frustratingly. "Oh, come on new Omnitrix, what is your deal?!"

There was a moment of silence before Breakdown break into a fit of laughter. Unexpectedly, on Breakdown's left shoulder component, a blaster-cannon emerged from it and took aim at Ben. While laughing, the 'Con smirked sadistically, "Too easy,"

Red energy coalesced around the barrel for a second before it discharged a powerful crimson beam. Instinctively, Ball Weevil spit up a large, green plasma ball, got on top of it and rolled out of the energy attack's path. Breakdown continued shooting at the yellow, bug-like alien but was met with negative results as Ball Weevil impressively dodged and rolled clean of every shot. This was indeed beginning to tick off the large Decepticon.

"Hold still, vermin!" He shouted.

"Yeah, like that's gonna happen" Ball Weevil retorted.

After rolling around a little bit, and dodging Breakdown's blaster attacks, Ball Weevil could feel his plasma ball, which was now the size of an eighteen-wheeler, growing hotter. He knew then that he had gained enough materials and was ready to initiate his attack. In a burst of speed, Ball Weevil rolled his plasma ball straight towards Breakdown.

"Take this metal head!"

The yellow alien leaped off the plasma ball as it rolled quickly towards the 'Con. Breakdown only had enough time to gasp before the green sphere struck him and ignited. The emerald explosion sent the large, blue Decepticon hurling straight through a warehouse. Seeing that his opponent was momentarily subdued, Ball Weevil spit up another plasma ball and rolled over to Kevin, who was just now walking out of the debris of the building he was thrown into.

The Osmosian teen groaned as he held his aching head. He had been hit harder but still that hit from Breakdown had to be in the top five. As he climbed out of the gaping hole in the warehouse, Ball Weevil rolled over to him.

"You okay?" He asked in his squeaky voice.

Kevin groaned more. "Uh… yeah, just peachy".

"Listen, I have a plan with how we can take down big bozo."

Kevin's brow lifted. "I'm all ears, Tennyson".

Ben finished explaining his plan in half-a-minute and right in the nick of time too. Right on cue, their attention was grabbed from Breakdown as he charged out of the warehouse, throwing building debris in multiple directions. He zoned his yellow optics in on Kevin and Ben and snarled.

"You little, filthy organics will pay!" Rearing back his hammer, Breakdown charged. "Hammer time!"

"Kevin, go!" Ball Weevil cried.

The Osmosian teen didn't hesitate a second before he charged into action. While running, Kevin morphed his right arm into a hammer and the other into a spiked mace. Within jumping distance, the green armoured teen leaped into the air and struck his hammer across Breakdown's face, creating sparks in the process. This startled the 'Con and made him stumble backwards.

When Kevin's feet hit the ground, he leaped into the air again to send his spiked mace into the 'Cons abdomen area. As the huge Cybertronian and the Osmosian teen duked it out, Ball Weevil began rolling around quickly, gathering up any type of materials possible in his gooey, plasma ball. His ball was now the size of an eighteen-wheeler again and was growing larger.

"That's right, Kev, keep him distracted" Ben whispered to himself.

Kevin delivered a multitude of strikes from his hammer and mace to Breakdown, but it appeared his attacks were only causing minimal damage such as scratches and dents to the 'Con. When Kevin leaped in the air again and prepared to send another round of punches, Breakdown swiftly aimed the barrel of his shoulder cannon at him and fired.

Kevin cried out as he the energy blast sent him careening backwards. He bounced across the pavement a few times before he came to a stop on his back, smoke rising from his form. Ben ceased rolling his plasma ball and gasped when his friend got shot.

"Kevin!" He exclaimed.

"Ha-ha! One bug down," Breakdown then turned his sights to Ball Weevil. "One to go,"

The 'Con aimed his cannon at the yellow bug-like alien and primed it to fire. However, before he could mentally activate the shooting mechanism, a white sedan came hurdling towards him out of nowhere and crashed into his left side. Breakdown stumbled a bit before he fell on his front side from the unexpected force.

Ball Weevil turned his head to the right to see Kevin standing up right and appeared to relatively unharmed. The hero mentally breathed a sigh of relief, glad that his friend was okay.

"Now Ben!" He yelled.

Ball Weevil nodded as he rolled his large green sphere straight towards the down 'Con. As Breakdown shook off the hit and was getting to his feet, his optics widened at the sight of a humungous green ball rolling towards him. The brute had no time to act before the sphere ran over him and trapped him in the gooey substance.

With Breakdown trapped in his plasma ball, Ball Weevil lined up the ball with an alley that led out of the warehouse district. After lining it up, the yellow insectoid creature sent the ball rolling right out of the complex and into the desert like a bowling ball going down an alley. About ten seconds later, an explosion shook the ground as a green mushroom cloud arose from the desert in the distance.

A couple hundred meters in the direction of where Ball Weevil sent his plasma ball, a billowing crater could be seen. Lying in the center of the twenty-meter-deep hole was the ash covered form of Breakdown, groaning in pain as he slipped into stasis lock.

Ball Weevil skittered back to Kevin, who was watching the mushroom cloud arise in the distance.

"That was pretty awesome" Kevin noted.

"Uh… you're telling me" Ball Weevil complied. "Are you okay? You took quite a hit".

Kevin held his stomach area but waved a dismissive hand. "Nah, I've token worse. I'll live".

Suddenly, the sounds of metal-on-metal caught their attention. They turned around to see Bulkhead and Bumblebee had successfully taken out the five Vehicons. The Autobot duo walked to the two teens with concerned expressions on their faces.

"You guys okay?" Bulk inquired.

"We're fine, big guy. Took a few hits from that Breakdown guy but it was nothing we couldn't handle." Kevin answered.

"Impressive work you two. Breakdown is no push over and you both embarrassed him good" Bulkhead stated.

Bumblebee bleeped in agreement.

Ball Weevil looked around, seeing no sign of Arcee or Knockout. "Hey where is Arcee?"

"I saw her transform into vehicle form and go after Knockout mid-way during the fight" Bulkhead replied.

"We better go help her." Ben said. He lifted up his front leg and tapped the Omnitrix dial.

In another brilliant flash of green, Ben's shape shifted yet again. When the light died down, standing in his place was a blue and black armoured Velociraptor. His neck, chest and stomach were green with the Omnitrix symbol residing in the middle if his chest. His two blue clawed feet encompassed a black ball each. His upper and fore arms were covered blue while his hands were three-pronged claws and long spike came out of each elbow. His tail was stripped blue and black. His blue face was covered by a black helmet with extreme points at his chin and the back of his head made for extreme aerodynamics.

" **XLR8,"**

In a blur of black and blue, XLR8 zoomed out of the warehouse complex and onto the street in less than a second, now in hot pursuit of Arcee and Knockout.

"Hey, wait for us!" Kevin yelled.

Meanwhile, XLR8 ran at over 500 miles per hour down the lone desert road. It didn't take him long to finally catch up to Arcee, who appeared to be getting left in the dust by Knockout. He zoomed past her and ran up to Knockout's red sports-car form. He slowed down until he evened up his speed to Knockout's, which happened to be 250 miles per hour.

As soon as his sensors spotted XLR8, the medical 'Con yelped in surprise. "What in the Pits?!"

The Raptor like alien outstretched his left claw and grabbed the passenger side door and began to pull. Surprisingly, with his enhanced strength, the door actually started creaking and showed signs of giving way.

"Hey, watch the finish!" Knockout roared!

Suddenly, a compartment above Knockout's back finder lifted up, allowing an Energon blaster to shift out. Before he could react, an intense round of energy struck the Kinecelaran in the back. As a result, XLR8 was blown off his spheres as he rolled across the road and into a ditch, slightly unconscious.

"Ben!" Arcee shouted.

The blue femme immediately lessened her speed and pulled off the road to Ben's position. She transformed to her robot mode and kneeled by him, worry and fear evident on her face. He was still in his XLR8 form and hazes of smoke were billowing off his form while there were slight scratches and scuffs over his armour. She picked him up gently and cradled him.

"Ben are you okay?" She asked nervously.

XLR8 groaned in response. His green eyes opened slowly as he was met with the sight of Arcee's worried face. Ben mentally gasped; her metallic angel face was stunning to say the least. Ben didn't quite notice it until now but Arcee did look very beautiful and quite attractive.

' _Wait!? Do I think Arcee is attractive? Beautiful? Well… I mean… it is true, but… I must've taken a harder hit from Knockout than I thought'_ Ben thought.

When the teen hero exited from his muse, he replied, "I… I'm okay, my back just stings a little".

Arcee smiled as she sat him down on his spheres. Both looked at each other and smiled for a moment. However, their 'moment' was ruined when Ben immediately remembered about the chase.

"Vince!" He cried.

The blue Autobot was snapped back into reality as well. Arcee swiftly shifted into vehicular mode and got back on the highway.

"Come on, hero!" She ordered as she zoomed down the road.

The speedy alien quickly broke off into a sprint down the road in a blur of blue.

…

Meanwhile, after being rid of the shape-shifter, Knockout picked up his speed and continued down the road.

He chuckled a bit and commented, "Eat my dust".

The red 'Con had now thought he had gotten away and was in the clear; however, that presumption was dead wrong. All of a sudden, a blaring semi-truck horn came out of nowhere as the vehicular form of Optimus Prime drove up by Knockout. The red and blue Peterbilt slammed into Knockout's side and caused him to swerve uncontrollably.

The red sports-car finally swerved off the road and went front end first into a ditch, his back wheels suspended in the air. Optimus drove up by him and transformed to his bipedal mode.

" _Optimus, Knockout has a hostage"_ Arcee said over the com-link.

"Understood," He replied.

The massive Autobot leader picked up Knockout easily and ripped off his door and pulled out Vince's unconscious form. Optimus threw the crimson Decepticon away just as he shifted back to robot form. The narcotic 'Con examined his left forearm that was now absent of his car door.

He narrowed his optics in disdain at the red and blue 'Bot. "Do you know how hard that is to replace?!"

A second later, Bulkhead, Bumblebee, Arcee, and Ben, still as XLR8, could be seen racing down the highway. Seeing that he was outmatched, Knockout yelped and shifted back to vehicle mode and accelerated out of sight.

Still holding the unconscious Vince, Optimus turned around to see Bee, Bulk, and Arcee shift into their robot forms with Kevin and XLR8 in front of them. Ben, who outwardly showed his guilt, stepped forward.

"Optimus, this is all my fault" Ben admitted shifting back to human.

"We must get this boy to safety. Explanations can come later… from all of you" Optimus said in strict tone, especially at the latter part.

The other Autobots turned their helms away, all feeling a bit responsible of what had occurred tonight. However, Ben knew that it wasn't their fault; in fact, if it weren't for them, he would have probably been Knockout's latest road kill. He reminded himself later to convince Optimus that everything that transpired was entirely his fault and that the others were not aware of his actions.

"I'll take care of getting Vince home, Optimus" Ben said as he slapped the Omnitrix dial.

…

Vince's eyes lids fluttered for a bit before his emerald eyes opened wide. He observed his surroundings to see he was in the passenger seat of a car, and not just any car, a Lamborghini. He turned his head to the side to see Ben at the driver's seat.

"Huh…uh…w-w-what happened?" Vince stuttered.

"Um…some guys jumped you under the bridge. They knocked you out, tied you up, and put you in the back of their trunk. I mean, wow… must've been some sort of initiation" Ben answered.

Vince's brow lifted as he looked at Ben sceptically. "Really?"

"Uh… yeah, I found you on the side of a road in a ditch" Ben added.

A moment later, the white Lamborghini Aventador came to a smooth halt at the bridge where Vince's car was parked underneath. As the red headed teen opened the door and exited out, Ben confessed, "Look… uh Vince… after what happened tonight… I just don't think racing is my thing".

Vince was silent for a moment before he replied with a smug smirk, "I hear you, Tennyson. Besides, it's kind of hard to win driving a peddle car!"

Suddenly, the back tires of the Lamborghini screeched as Ben rolled out, leaving Vince in a wake of dust and smoke. Meanwhile, down the road, Skidmark deactivated his hologram of Ben.

"Hmph… some gratitude," Ben noted sardonically.

* * *

 **The** ** _Nemesis_**

On the bridge of the Decepticon flagship, Starscream was snarling in rage at the actions of his medic, Knockout. During the exchange, Breakdown stood behind his partner, ash and slight gashes covering his form. The silver seeker walked up to the red 'Con and got in his face, wrath evident on his facial plates.

"Knockout, was I not clear!? You have defied my orders yet again!" Starscream bellowed.

"My mistake, Commander Starscream, I have learned my listen," Knockout then held up his left forearm to show his missing door, "and have paid the price."

"It. Is. Lord." Starscream growled. "And you have paid the price only when I say you have".

The seeker held up one of his razor, sharp talon fingers and lifted it close to Knockout's frame. The medic's optics widened in fear and dread of what was going to happen.

"No," He muttered fearfully.

"Do not worry; your punishment will only be cosmetic." Starscream smirked.

Breakdown shut his optics and turned away as the sounds of metal-on-metal and Knockout's screech filled the entire ship.

* * *

 **Outside school**

Ben walked out of the school building happily and strolled toward Arcee's parked form in the lot. But just when he mounted Arcee and prepared to put on his helmet, Sierra came out of nowhere and strode towards Ben.

"Uh… hey Ben," She said gleefully with her hands behind her back. "So… think you could give me a ride?" Her question was backed up with a seductive wink.

Ben looked at her for a moment and then placed on his helmet. "No,"

Sierra's once happy expression turned into shock. "W-w-what?"

"You heard me. Look I'm sorry Sierra, you're cute and all…but you're just not my type" Ben admitted honestly.

Ben then started up Arcee, or at least made it look like he started her up, and drove out of the parking lot. Sierra was left standing there stunned. She couldn't believe that she was rejected, she's never been rejected! It was worse since it was from a weird guy who thought he was famous when she first met him.

She narrowed her eyes in contempt toward the direction Ben left. She definitely had some work to do if she were to win him over.

…

Meanwhile, driving on the road that led out of Jasper, Ben remained quiet. Arcee was a bit worried and confused for her friend. She turned her mirror to see his helmet covered face.

"Ben, you okay?" She asked honestly.

The teen was snapped out of his thoughts as he looked down at her dashboard. "Huh… y-yeah, I'm alright".

Despite the answer, Arcee wasn't convinced. She figured it had to do something with Sierra.

"Ben, you know I would've given Sierra a ride back there. Why did you turn her down?"

"Like I said, she's just not my type," Ben paused. "Besides, there's…someone else I think I'm crushing on."

This indeed peaked Arcee's curiosity. "Who?" probed the blue femme.

Ben smiled underneath his helmet. "I'm gonna hold saying… for now at least."

The Omnitrix bearer and the Autobot femme continued down the road, both having a lot running through their minds.

* * *

 **A/N: Well, I hoped this chapter was satisfying to read. I'm sure you guys and gals noticed that bit of Arcee / Ben at the end.**

 **Reviews are greatly appreciated. Until next time…**


	12. Chapter 12

**Ben 10: Prime Force**

 **Chapter 12: Predatory**

…

 **Yellowstone National Park**

Arcee and Ben strolled leisurely through a forest of trees that dwarfed the fifteen-foot tall fembot. In Arcee's servo was an Energon scanner, used for detecting even the slightest of Energon signatures and at the moment there indefinitely was a trace. Following behind the Autobot femme, Ben was comically swiping away the mosquitos that were trying to eat away at all the bloody goodness in him. Fortunately, though his green jacket protected his arms and chest well; however, it did not conceal his neck. The brunette swatted a mosquito that landed on his neck and winced when he felt it splatter against his hand.

"Ugh I really wish I had packed some insect repellent" Ben noted. "These mosquitos on this routine recon mission are as large as vampire bats, and they drink just as much blood"

"Quite the outdoorsman, aren't you Ben?" She quipped with a smile.

Ben looked at her and returned the smirk. "You wouldn't be making fun of the survival kit Gwen got me, would you?" He motioned towards the black bag strapped to the side of hip, hidden behind his jacket.

"Maybe," Her smile widened.

"Well I may not have impenetrable, metal skin Arcee… and I can't always rely on the Omnitrix since it occasionally will glitch out on me, but with my multi-function pocket knife and magnesium fire starter I can wipe up some freeze-dry mac' n' cheese" Ben explained.

"You have your tools, I have mine" Arcee replied.

Suddenly, the Energon scanner started beeping louder. Arcee examined it and was a bit taken back by the results given by the device.

"That's odd. Ratchet's satellite scans were accurate, but sub-terrain Energon deposits don't cause this kind of surge" Arcee elaborated.

The blue Autobot proceeded forward with Ben right behind her. A minute later, the duo reached the top of a hill and was shocked at what they saw. On the valley floor below was a humongous scar that cut through the earth and the forest. The ground was black from ashes and there was still grey smoke emanating from the gorge.

"What happened here?" asked Ben.

"Crash landing," Arcee answered.

"Seriously? How did someone not see this?" Ben said in a 'are you serious' tone.

"Don't know… but stay behind me low and close" Arcee complied in a serious voice.

They both descended down the hill and followed the edge of the gorge. Ben, as Arcee instructed, kept low and close behind her; nevertheless, he kept his right hand close to the Omnitrix in case something happened. Another minute passed before the Omnitrix bearer and blue Autobot came across a huge, black and purple starship lying at the end of the gorge. Arcee and Ben squatted behind a large rock a hundred meters from the vessel.

"A Cybertronian ship," Arcee whispered.

"One of ours or theirs?" Ben inquired in a hush voice.

"Can't tell," She then shifted her right arm into a blaster. "Wait here".

"Are you sure? I could help" offered Ben.

"No, it's fine. But I'll call you if I need you, stay alert"

The blue femme got up and stealthily proceeded to the onyx Cybertronian ship. Ben watched every step she took, ready to jump in in case something went wrong. He didn't know why, but he had this strange, unpleasant feeling in the pit of his stomach. He only experienced this when he felt like someone was watching him.

Arcee, in the meantime, silently and alertly walked up the slope made by the landing of the vessel. She walked along the ship until she finally caught view of a ramp that lead inside the ship. She paused, listening for any sign of the occupant. When she heard none, she spun right in front of the entrance with her blaster ready. Arcee steadily proceeded into the ship in case for a possible ambush.

A short while later, Ben watched apprehensively as Arcee exited from the ship and leaned against its hull with her helm down. Something was wrong. From here, it seemed that Arcee was injured.

"Arcee?" Ben said with concern and worry.

The teen hero quickly jogged to her position and was shocked. The look on her face, the trembling of her body, and the feeling in her optics all suggest one emotion: fear. But how can that be? Ben has never seen Arcee scared or fearful of anything.

Traumatizing memories flashed through Arcee's processor.

 _A black and purple spider robot._

 _A raised blade._

 _A swift flash of metal-on-metal._

 _Energon splattering against the wall._

"Arcee?! Arcee, what's wrong?" He asked, still concerned.

The femme lowered her helm with her cerulean optics closed. "I know who this ship belongs to," She replied solemnly. She then lifted her servo to the side of her helm to activate her com-link. "Arcee to base, I need a groundbridge ASAP".

"What? Why? Whose ship is this?" asked Ben.

Arcee ignored Ben and started walking toward the forest. "Arcee to base… SCRAP! Com-link's dead! The ship has got to be transmitting a hyper frequency scrambler pulse".

Ben was rather confused and worried from this sudden change in Arcee. "Arcee… okay you're really beginning to freak me out here".

The Autobot femme had her attention focused on the line of trees in front of her. "Wait here," She instructed.

With narrowed optics, Arcee strolled into the forest, staying on guard and looking for any abnormal signs. Suddenly, something on the ground caught her gaze. She kneeled down to examine a scrap in earth; it appeared to be made by an all too familiar object.

At that moment, Arcee froze, a look of horror plastered on her face.

 _She was in a prison cell on Cybertron, her arms restraint above her while her feet were locked in a clamp. The room was filled with darkness; the only light came from above her. She pulled against her restraints to possibly get free, but it was futile. All of a sudden, she was interrupted by the sound of footsteps._

 _She looked up to see a cloaked figure hidden in the shadows. Only their amethyst, hate-filled optics were visible. There was the sound of some sort of weapon unsheathing. A sharp talon was then lifted to her face._

 _Arcee turned her helm to avoid it, but it was in vain. The memory faded to black as a nasty metal-on-metal sound was heard and Arcee let out blood curdling scream._

Arcee returned to reality and was venting slightly. If this was the same Cybertronian, the same Decepticon, and the same femme… she was in a mess of trouble.

"Arcee?" Ben said, standing by her side.

The blue femme looked down at him in surprise; anxiety was ever present on her facial plate. Without a single word, Arcee collapsed down into vehicle form and reeved her engine.

"Climb on," She ordered.

Ben shrugged his shoulders and didn't argue. Ever since the femme had gotten of that ship, she has been acting nervous, apprehensive, and jumpy… one might even say afraid. Ben shook his head at that notion. Arcee was many things, but she was not afraid and never showed it. However, today was really starting to grow to be an exception.

He straddled her form, pulled his helmet out of her sub-space, and strapped it on. Suddenly, the nanosecond he grabbed her handlebars, she raced off into the forest. Ben let out panicked yelps as she navigated her way through the forest; dodging trees and jumping over hills all at excessive speeds.

Then Ben spotted a large ravine up ahead. "Arcee?!" Ben yelled nervously. He went ignored as Arcee easily jumped over the ravine and safely onto the other side. They came to a screeching halt, Ben, who was panting heavily, pulled off his helmet as he calmed his nerves.

He looked down at Arcee annoyingly. "Okay, come on! Was that really necessary?"

Ben got off, and his question went ignored as Arcee rolled forward. "Arcee to base," She tried her com-link, but like before, received nothing but static. "Scrap!"

"Look I've seen and been through danger before…" Ben attempted to explain.

Arcee then cut him off. "Wait here," she ordered, "I mean it this time".

Ben snorted in annoyance as he slightly face-palmed. "Okay first you shut me out and now you're ditching me?!" He asked heatedly. Arcee then transformed back to her bipedal mode and looked at him. "I thought I was your partner?"

Arcee shook her head. "No Ben, no matter what powers you possess you're still just a kid".

"I've saved my Earth over hundreds of times and saved my universe at least three times, I'm not just some stupid kid! Why won't you let me help?!" Ben yelled.

"Because this is my problem… not yours," she stomped towards him, "Got it?" Arcee said bluntly and bitterly.

Without another word, Arcee transformed back to vehicle mode, jumped over the ravine, and drove back towards the ship. Ben was left standing there really confused. He narrowed his emerald eyes in the direction Arcee took off in and began to follow. He might be some kid to her, but he was more than capable of handling himself, he was Ben 10 after all. Whatever was causing Arcee to act like this he could handle them, right?

He approached the ravine and looked down; it was easily a forty-foot drop. He looked across, about forty-five feet away, and snorted in irritation. Arcee should know better by know. If she really thought this ravine would stand in his way, she obviously didn't know him that well.

Ben lifted up his sleeve and tapped the Omnitrix faceplate. When the holo-ring appeared, he shifted through the transformation library for an appropriate alien. Once he found it, he tapped the icon, waited for the core to come out, and finally slam it back down.

A blinding emerald light illuminated the misty forest scene. When the light vanished, standing in Ben's place was a six-foot-tall bipedal creature with green skin and looked to be a cross between a grasshopper and a praying mantis. It wears a suit that has green and black stripes. The Omnitrix symbol is displayed on its stomach.

" **Crashhopper,"** Ben shouted. The creature looked himself over and smiled. "Yes, I got the guy I asked for. Maybe this thing is finally starting to work right".

He bent down and using his long, powerful legs, Crashhopper jumped clear over the ravine easily. In fact, the grasshopper-mantis hybrid jumped over fifty feet beyond the edge of the other end. Smiling in satisfaction, Crashhopper began leaping into the air and into the tree tops; jumping from tree-to-tree.

…

Arcee continued to drive through the woods at an alarming speed, heading back to the spot where she uncovered a set of tracks. Her mind was in conflict with many emotions; anger, worry, concern, and fear. Nevertheless, the blue femme would not let emotions affect her; they would only get in the way.

When arriving at the spot, she transformed back to her robot mode. With her blaster raised, Arcee continued forward, cautiously looking side-to-side, expecting the demented femme to appear any second. The sounds of something burning caught the femme's attention.

Upon looking forwards, she saw that a tree had been burnt clean through to the stump by a green, acidic substance. Suddenly, Arcee's processor flushed with memories once again.

 _Blaster fire could be heard everywhere as Arcee ran through one of the many dead cities on Cybertron. The name of the city was lost to the ravages of time and war._

" _Arcee to delta team," She said into her com-link. "Requesting rendezvous coordinates. Do you copy?"_

" _Arcee you lost again?" Her partner Tailgate joked over the com. "Your sense of direction could use some improvement" He quipped._

 _The femme smirked as she continues running. "So, could your aim, Tailgate. If you had snagged that sniper back at the artillery depot, I wouldn't have to break rank and engage the enemy hand-to-hand" She retorted._

" _Touché," He replied. "From the sound of things, I'm guessing you came out ahead"._

 _Arcee ran into an abandoned plaza that showed no signs of 'Con or 'Bot activity. She slowed down and preceded to the rendezvous, her blaster raised. She smiled as she replied, "Try waiting up for me this time and I'll give you the blow by blow. What's your position?"_

" _About half a click form the depot due north," He answered. "Think you can find it partner?" He asked with humour present in his voice._

" _Trust me Tailgate," Arcee said as she lowered her guard. "My navigation abilities are…"_

 _Suddenly, her bragging was cut short as a thick, white substance slammed her into a wall. She grunted as she tried to break free, but it was pointless. Arcee looked forward and saw a slim black femme approaching her. She fired off another round of that sticky substance at her face, obscuring her vision._

 _Later, Arcee found herself suspended in the air by stasis cuffs. She pulled against them and struggled to break free. But no matter how hard she tried, she was trapped and not going anywhere._

 _Arcee then heard the sounds of footsteps behind her. Then a cool, seductive feminine voice interrupted her struggles. "Piece of advice," She said as she circled Arcee. "Make yourself comfortable"._

 _She stopped in front of her and walked forward, her sharp talon raised to Arcee's face. "You're going to be here for a while" She concluded sadistically._

 _Arcee attempted to pull away from the talon but the resistant's prohibited her. The femme's talon stopped on her check and drew down it, leaving a deep cut into her facial plate. The cut, right below Arcee's left optic, sizzled from the acid from her captor. The blue femme then lowered her helm in exhaustion._

Arcee shook her helm from the awful memory. She narrowed her eyes in determination and armed her blaster. There was no way she would let that glitch get away. Not this time! Not after all she's done to her.

The azure Autobot broke off into a sprint, going deeper into the forest. The sun was beginning to set, causing the shadows of the trees to grow longer and twisted, like deformed hands reaching out to grab anything. Arcee came to a stop at the top of a hill and examined the scene.

To her right was a human campsite. To her right… it was her! The onyx femme was skittering across the forest floor, heading towards the human campsite. Seeing this Arcee quickly sprang into action. Arcee rushed down the hill, and just as her target leapt into the air, she tackled her side.

The two Cybertronian femmes went tumbling down a hill, wrestling and struggling against one another. When they reached the bottom, they released each other and Arcee went careening back as her back slammed into the side of a cliff. Meanwhile, the black femme skidded across the ground before she stood up on the six, spider-like legs that sprouted from her back.

As Arcee regained her footing, the black femme approached her. "Arcee," She said with a perverse smile, "what a small universe,"

"Too small…Airachnid," Arcee growled as she glared at the other femme.

"You're still holding a grudge?" Airachnid spoke nonchalantly as she circled the Autobot. "The war's been over for mega-cycles"

"Tell that to the Decepticons" Arcee retorted, getting into a fighting position.

"These days I travel solo," Airachnid explained, "in pursuit of my new hobby."

Arcee glowered as she remembered the horrific scene she had seen aboard her ship. Dozens of different alien heads had been hung up across her ship, like some sort of sick trophy case.

"I got a look at your souvenir case." Arcee scowled.

Airachnid chuckled. "You mean my trophies?" She asked proudly. "I collect endangered species. Of course, they're not _really_ endangered…until they meet me, and I have a slot reserved for human" The spider bot hissed.

"Not. Gonna, Happen," threatened Arcee, she then charged forward.

Arcee tackled Airachnid into the ground and brought up her fists to strike. However, Airachnid's extra six limbs grabbed Arcee and threw her back into the cliff-side, causing dust and rubble to fall. Airachnid got up, rubbing her voice box in the process. The Autobot quickly got up as well, shifted her servos into blasters, and let loose a barrage of energy projectiles at the spider bot.

Airachnid dodged each blast with ease and jumped into the air and landed in-between two trees, the trees were groaning in protest underneath her weight. The black spider bot unleashed a couple rounds of sticky web at Arcee, tying her blaster arms together. Both femmes pulled against each other in a game of tug of war. However, Arcee won the battle as she pulled Airachnid out of the trees and landed on the ground with an audible thud.

Still struggling against the webbing, an idea struck into her processor. Arcee unsheathed her forearm blades and allowed them to easily cut through the sticky, white substance. Tossing it on either side, she continued firing another volley of blasts at her archenemy.

Airachnid shielded her optics momentarily before returning fire. Arcee charged forward and then leaped into the air, grabbing hold of a tree branch. She spun around it a few times before launching herself higher into the air. She landed on another tree and then jumped at Airachnid, sending a kick straight into her chassis.

Arcee stood over her, blaster aimed at her face, ready to end this. However, Airachnid had other plans. The spider bot discharged a string of web onto one of Arcee's blasters. This short loss of concentration allowed Airachnid to pick up her right leg and deliver a kick into Arcee's abdomen.

In swift motion, Airachnid got up and fired another blast of web at Arcee. The sticky substance slammed her into the cliff-side. Arcee stood trapped to the wall, grunting as she fought against the web.

Airachnid hissed sadistically as she slowly approached Arcee, intending to saviour this sweet moment of triumph. Nevertheless, fate intervened as the sounds of someone gleefully shouting 'Woo-Hoo' caught her attention.

Suddenly, in a blur of green, something had jumped from the tree tops, to the cliff wall, and slammed straight into Airachnid's forehead. A small shockwave echoed throughout the forest from the impact. The femme grunted as she stumbled back with closed optics and held her aching helm. When she looked back up, her violent optics widened as a slight gasp vented from her mouth.

Standing between her and Arcee was a bipedal, grasshopper-praying mantis hybrid that wore a green and black striped suit with a green hourglass disk on its stomach. What was that thing? Throughout her travels in the galaxy, she had never seen anything like that.

"By Unicron?!" She remarked.

Crashhopper grinned as he leapt at Airachnid again in extreme speeds and rammed into her head again. The blow caused the spider bot to stumble backwards some more, cringing in pain. Spectating the event, Arcee unsheathed her left forearm blade and cut through the webbing holding her left arm. Once it was free, she shifted her arm into a blaster and fired at Airachnid.

The blast struck her in the chest and sent her flying back and hit the ground in a heap. She tried to get back up, but she weakly collapsed to the ground unconscious. For the moment, the sadistic spider bot was not a threat to anyone.

Seeing that Airachnid was momentarily subdued, Crashhopper jumped and landed right by Arcee's side.

"I thought I told you to wait for me?" Arcee scolded.

"One thing you gotta learn about me is that I don't take order very well" Ben retorted.

The grasshopper-mantis hybrid grabbed hold of the webbing and started pulling hard. However, despite his enhanced strength, he was still not strong enough to rip it off completely. Suddenly, the sounds of beeping caused Crashhopper to stop. He looked down at his stomach to see the Omnitrix dial bleeping green. In a flash of emerald, Crashhopper reverted back to Ben in his human form.

At that moment, Airachnid's optics slowly opened as she started to steadily regain consciousness. She regained enough of to witness Crashhopper transform back to Ben. To say she was surprise would be an understatement. She was awestruck from this event.

' _The rumours… of the shape-shifting human over the Decepticon radio… they're true?!'_ Airachnid mused. A sadistic grin grew on her lips as she eyed Ben down like prey. _'Things have just gotten a whole lot juicier'._

"Get this through your head. You are not my partner!" Arcee yelled.

"I don't believe you!" He said stubbornly. "I can see it in your eyes! You're afraid Arcee and you're _never_ afraid".

Arcee looked away in shame, the memories hitting her again.

 _Arcee continued to hang from her restraints in the same cell. Airachnid circled her like a predator searching for its prey's weakness._

" _You know…for an Autobot, your resilience is quite impressive" The black femme commented. "In fact, I'm guessing that no matter what I do to you, you'll never crack"._

 _Arcee remained silent. "Am I right?" Airachnid asked, earning a glare from Arcee._

 _The spider bot smirked. "That's what I thought"._

 _All of a sudden, the cell doors opened as two Vehicon troopers walked into the room carrying a limp form in-between them. When they got closer to the light, Arcee's optics only grew in fear and worry._

" _Tailgate?" She stuttered._

 _The two troopers took him to a spot and placed a pair of metal cuffs on each wrist. The grey Autobot groaned slightly as electricity surged into the cuffs and lifted him off the ground._

" _What have you done to him?" Arcee yelled as she struggled against her restraints._

 _Airachnid chuckled lightly. "Not much… yet," she said darkly, "just tell me what I want to know or… well… you're a smart bot. I'm sure you can figure out what happens to Tailgate next"._

" _I don't know the attack coordinates" Arcee quickly responded._

 _Airachnid frowned immediately and started casually approaching Tailgate._

" _I swear upon the All-Spark it's the truth!"_

 _Airachnid chuckled again as she continued walking to Tailgate. "We shall see"._

 _Not a moment later, one of Airachnid's spider legs when into attack mode._

" _No! Please!" begged Arcee, tears forming in her optics._

 _Airachnid hissed in rage as she lifted her extra leg to Tailgate. Then, there was the sound of metal-on-metal, and Energon splashing against the wall._

" _Tailgate!" screamed Arcee._

The old but still horrifying memory of her partner's demise went by fast. She looked down to Ben to see he was now fiddling with the Omnitrix, assuming that he was dialling up an alien to free her. However, there appeared to be a problem. The watch was bleeping and blinking orange as if there was an error or malfunction.

"You're right Ben I am afraid!" Arcee admitted. "Of losing you!"

Suddenly, Ben ceased his fiddling with the watch as he looked back at the blue femme with a shocked expression. She was afraid of losing him?

Ben was interrupted by the seductive voice of Airachnid. "You sure have trouble hanging onto your partners, don't you?" She mocked. "We both know what happened to Tailgate, and I'm sure losing Cliffjumper must have been really hard for you".

Ben stood protectively in front of Arcee despite that the Omnitrix was acting wacko, and glared at the spider bot. Arcee, on the other hand, began to vent in panic.

"At some point you really need to ask yourself Arcee… is it them, or is it me?" Airachnid stated, smiling in delight.

"Do you get it now Ben?" Arcee said hysterically. "She's not interested in me. She hunts indigenous species, and she's on Earth. That means humans, you!"

When it sank in, Ben's expression became horrified. "RUN!" Arcee screamed, letting out all the fear that had built up since she exited Airachnid's ship.

Ben immediately turned and ran while Airachnid fired a new string of web over the old restraining Arcee. He didn't want to leave her there, but with the Omnitrix out of commission, the brunette hero had no choice.

Airachnid laughed as she approached Arcee, who was struggling fiercely against the webbing. "And that is why I prefer to work alone" She slammed one of her legs into the cliff wall by her helm and lifted her faceplate with a single talon. "It's so sad when bad things happen to those close to you".

She then crawled up the wall until she was staring at Arcee upside down. "But don't get me wrong." She smiled, showing her sharp denta. "I fully intend to rip out your spark." Her voice then became darker. "And believe me, I _will_ make it hurt".

Her smile then grew darker. "But that won't compare to the pain you'll feel knowing I'm adding your human's head to my collection".

She turned her head around to see Ben had made it to the top of the hill, stopped to look for a moment, and then took off running. Airachnid jumped off the cliff wall and landed on the ground with an audible crash, making dust spread everywhere.

"Oh, I'm going to enjoy hunting down this little shape-shifter" Airachnid commented with a cool voice, and the started tracking him down.

Arcee could only watch the dark femme leave, and there wasn't anything she could do. Fear and failure built up inside her. It wasn't fair! First, she lost Tailgate, then Cliffjumper, and now… unless the Omnitrix would start working again… she would lose Ben too.

All the anxiety, emotions, and thoughts inside her were let out in a single scream.

"BEN!"

…

The sun had fallen ever lower as Ben continued running deeper into the forest. While making sure not to trip over anything, he did actively try to activate the Omnitrix, but each attempt was proven in vain. The faceplate was continuously blinking orange and emitting beeps each time he tried to activate it. The holo-ring, instead of green, had turned orange like the faceplate, and instead of the head icons, it displayed a triangle with an exclamation mark in it.

' _OH NO! OH NO! OH NO! Of all the times you had to crap out Omnitrix, why NOW?!'_ Ben hollered in his mind.

Ben couldn't understand why the Omnitrix was inoperable at the moment. It had worked fine before when he turned into Crashhopper. To find out the cause, he held up the watch to his mouth as he ran. "Omnitrix, what is your deal?"

" _Unknown anomaly interfering with Omnitrix ability to recharge systems,"_ The device responded.

"Is there anything that can be done?"

" _Negative. Anomaly must disappear before Omnitrix systems can recharge"._

' _Great! Today is just my day'_ Ben mused sardonically.

He had defeated warlords, criminals, and supervillains. He would be damned if he was going to let that a spider bot gets her sick claws on him. However, Ben knew he was caught between a rock and a hard place at the moment.

At the moment, he now understood Arcee panic, and why she didn't want him to get involved. On the contrary, he wasn't like that. When someone was endangered, he would always come to help. His partner, whether she would admit it or not, was no exception.

Ben looked back to see Airachnid was still gaining on him, even though she was going at a leisure pace. This urged him to run faster.

"That's the spirit Ben, play hard to get" Airachnid taunted.

…

Arcee continued to struggle against the webbing, trying desperately to break free. She had to get free, she had to protect Ben. She and he had already been through too much for her to let Airachnid get her sick servos on him.

She let out frustrated yell as the memories returned once more.

 _She looked forward at the sharpened talon, optics lacking any emotion. The same claw that had ended Tailgate's life would end hers. The only emotional sign on Arcee's face was the stained tears and her slight trembling._

 _It was her fault, all her fault that Tailgate had perished, and now… she would soon join him. As Airachnid lifted her blade to Arcee, prepared to end her life, an explosion ripped through the door. Airachnid looked back and hissed before she flees from the torture chamber._

 _A yellow mech slid into the room and blasted away at the Vehicon troopers, off-lining them easily. Another mech, whose primary colour scheme was red, came into the room and approached Arcee. He cut off power to the cuffs causing her to fall to the ground, her legs still too weak to stand._

 _After killing the remaining troopers, the yellow mech came to Arcee's side. Both the yellow and red mech carried Arcee limped form in-between them._

" _I couldn't save him! I couldn't save my partner!" She cried as they walked her out of the chamber._

When Arcee returned to reality, she vented miserably. It was her fault; all her fault.

"Ben, I'm sorry. I never should've looked back. I should've kept…" Arcee paused as an idea popped in her processor. "Kept driving,"

With renewed determination, Arcee pushed harder against the webbing. When she finally put enough space between her and the cliff wall, she transformed into her vehicle mode and gunned it. Her back tires ripped up the ground as she pushed against the thick, sticky restraints.

…

Ben maintained his sprint, even though he was becoming tired. The sun had nearly set but the rays were being blocked by thick cloud cover, making it darker than it usually is. He then jumped over a fallen log and stopped to catch a breather. However, he knew Airachnid was still on his tail so he needed to find a hiding place.

The only place he could find was the log he jumped over. Shaking his head, he ducked under the fallen log and waited. Only a couple minutes passed before he could hear her metal legs digging into the dirt, drawing even closer. Ben tried keeping still as quiet as possible, but his breathing was making this task difficult.

He felt her presence as two servos clamped onto the fallen log. Then a single, thin spider leg passed over the log. Then another, and then another. Ben inwardly sighed in relief, believing he was catching a lucky break. As four of Airachnid's legs passed over, she stopped, causing Ben to freeze.

Without warning, her head appeared in front of him upside down. "Hello Ben".

The teen hero couldn't help but let out a frightened yell. He crawled backwards until he jumped over the log he had been hiding behind and took off running. Airachnid slowly followed him and casually shot a blast of web at Ben, but the shot missed as he made a sharp turn right.

Ben continued running into the maze of forest whilst Airachnid slowly and effortlessly followed. As he ran, he tried to activate the Omnitrix once more; however, like before, each attempt only resulted in the screen flashing orange and the same error icon popping up.

"Come on! Come on! Come on!" Ben yelled desperately.

As Airachnid pursued her fleeing prey, she was rather confused why Ben wasn't fighting back with one of his transformations. She could only assume that whatever allowed him to change forms was currently not working. She mentally shrugged; it only made the hunt easier. But another part of her urged for the challenge of going against one of his forms.

"You're making this too easy, Ben." Airachnid commented. "Why don't you come out and play? Please. Why don't you just transform and make things interesting?" she continued seductively.

As Ben ran, he overheard her and replied to himself, "You're just lucky that I can't".

Ben saw the ravine he jumped over earlier using Crashhopper. He cursed, knowing he wouldn't be able to make that kind of jump in his human form. Upon approaching the edge, Ben steadily scaled down the edge of the ravine. When reached the bottom he quickly and carefully climbed back up. As soon as he made it out, he continued running.

The green jacket clad teen looked over his shoulder to see Airachnid easily leap the ravine. "This is so not fair" he mumbled.

Running past the trees, Ben found himself in a familiar clearing. He looked up ahead to see Airachnid's ship. Seeing no better alternative, Ben headed in that direction, ran up to the front, and hid behind a support pillar for the ramp.

Ben froze as he heard the crazed femme approach. "Now where did you scamper off to?" She asked in mock curiosity.

The brunette teen heard her walk up the ramp into to the ship to search for him, and then exhaled deeply. He looked up the ramp and felt a cold chill run up his spin. No way in hell he was going in there. Instead, Ben walked across the length of the ship all the way to the back. He came across a hill between her ship's resting place and the ground.

Ben slide down the slope carefully and started to make his way away from the onyx vessel. When he reached the bottom, he felt his foot step in some sort of liquid. He looked down to see a blue liquid leaking from Airachnid's ship.

"Energon," He concluded.

The emerald eyed teen looked up to see the Energon was leaking from what appeared to be thrusters. Suddenly, recalling a lesson that Ratchet had taught Team 10 last week, he remembered that Energon was highly flammable. If he could ignite the Energon in Airachnid's ship, he could destroy it and possibly her along with it.

But he needed to start a fire, but how? If only the Omnitrix would work then he could simply turn into NRG or Heatblast. Ben took another peak at the watch to see that it was still illuminating orange. However, like a floodgate opening, Ben remembered his survival kit that Gwen had got him.

He swiftly pulled it out from under his jacket and retrieved his magnesium fire starter. The teen's eyes brightened when he spotted a branch conveniently lying next to him. He picked it up and struck his magnesium stick against his flint, causing sparks to rain across the branch.

From inside the ship, Airachnid paused and hissed gleefully as she heard the sounds of the flint. "Ben?"

Outside Ben continued to strike the flint, making sparks rain down over the stick. After a few tries, smoke billowed from the wooden branch. He picked it up and blew on it. With a boost of oxygen, a flame grew on the stick. Ben tossed the flaming stick into the thrusters, where most of the Energon happened to be leaking, and then took off running.

Airachnid, who was now on top of the ship, spotted Ben she let out a devious hiss; however, her attention was soon captured by a fire making its way into the Energon fuel tank. Her purple optics widened in shock as she yelled, "BEN!?"

The millisecond the flames reached the tank, it ignited! A massive fireball consumed the ship, tearing it apart like paper. The shockwave knocked Ben off his feet and careened him into the rim of the crater formed from when Airachnid's ship crash landed.

Ben stood back up and dusted himself off. He watched as what was remaining of Airachnid's ship burned away as smoke clouds billowed high into the air. He exhaled a sigh of relief, knowing that the spider bot was likely dead now.

The sounds of beeping from his left wrist caught his attention. He pulled up his sleeve to see the Omnitrix faceplate was blinking green.

" _Unknown external anomaly undetected. Omnitrix systems recharging,"_ Notified the white and green device.

Ben put the dots together and realized that whatever was messing up Arcee's com must've also interfered with the watch's ability to recharge. It would explain why after he used Crashhopper the Omnitrix was out of commission; it had hardly any power remaining to transform him into another alien. But Airachnid's ship is now destroyed… so… problem solved.

The teen hero turned around and walked back into the forest, heading back to Arcee's position. All of a sudden, something thick and sticky stuck to Ben's foot. He looked down to see familiar white webbing. He looked up, and to his horror, Airachnid still lived albeit burnt and dented.

She fired another blast of web that slammed Ben into a tree behind him. The predatory femme jumped down from her position in the tree and approached the brunette teen. "I will personally enjoy ripping you apart, you little brat. But not before I make Arcee watch, as she begs me to stop" she said, ending with as maniacal laugh/

Ben glanced at his wrist to see the Omnitrix screen was now glowing green, he smiled in satisfaction. "Any last words before I claim your precious head?" Airachnid inquired with a sadistic, gleeful smirk.

"Only three," Ben replied. He immediately activated the watch, selected an icon, and waited for the core to pop out, "It's hero time!"

Upon slamming the dial down, a blinding emerald light irradiate the forest, causing Airachnid to stumble back and shield her optics from the intensity. Standing in the wake of the light was a four-foot-tall monkey-like creature with blue fur, four green eyes, four skinny arms, and a tail. The Omnitrix symbol was displayed on his chest, and held in place by a belt in the shape of a X.

" **Spidermonkey,"** Ben squealed in a simian voice.

Airachnid's violent optics only widened from bear witnessing to Ben's quick transformation. Her shock only grew as Spidermonkey easily ripped off her web bindings and leaped into the tree behind him. Spidermonkey let out monkey screeches as he stood on a branch and looked down at the black spider femme.

"Let's see how _you_ like being webbed!" Spidermonkey remarked as he lifted up his tail and fired a round of web into Airachnid's face.

The femme snarled in rage as she tried to pry the sticky substance off. As soon as she ripped it off, Spidermonkey swung toward her and delivered a folly of punch-kick combos. Airachnid yelled in frustration as she used her spider legs to swipe at Spidermonkey, but the Arachnichimp was quick to avoid each strike as he leaped into another tree.

The spider bot held out her servos and began firing energy blasts from her palms. Spidermonkey jumped from branch-to-branch, dodging each crimson blast in a blur. When he reached the top, he jumped over into the next one. Grabbing hold of a sturdy branch, Spidermonkey aimed his tail at the femme and shot a string of web.

Unexpectedly, Airachnid swiftly caught the line in her left servo and pulled back, pulling Spidermonkey out of the tree. Airachnid sent a haymaker into Spidermonkey's face and sent him flying into the base of a tree with a loud thud. The Arachnichimp grunted in pain from the impact. He looked up to see the spider bot approaching him, rage evident on her expression as she hissed.

' _Looks like Spidermonkey won't be enough, but I think I know something that is.'_ Ben thought.

The blue alien monkey got on his feet and let out a few monkey shrieks. "Time to go Ultimate!"

He slapped the Omnitrix dial, causing four spikes to pop out from the dial rim. Another emerald light blinded the forest. When it vanished, standing in its wake was a huge gorilla with black fur and purplish-blue skin. Its mouth was filled with sharp, pointed teeth and it had six green eyes. He stood on 3 pairs of gorilla arms, with his legs in the air.

Ben pounded his chest as he roared, **"Ultimate Spidermonkey!"**

Airachnid's optics widened as she steadily stepped back in slight intimidation of this creature. A dumbfounded expression on her face while doing so.

"W-what the?" She stuttered.

The femme instantly snapped out of her trance and held up her palm and fired another round of Energon blasts at the black gorilla creature. To her shock, Ultimate Spidermonkey jumped out of the way and up into the center of a tree. She redirected and fired there, but was met by the same result as Ben avoided her attack.

Ultimate Spidermonkey initiated an attack of his own as he leaped down to the black femme and delivered two nasty right hooks into her face plate with his upper and middle arms. Airachnid cried out a bit from the blows as she stumbled backwards. When she caught her balance, she sent a deadly glare towards the hyper-evolved Arachnichimp.

"You would dare strike a femme?" She demanded.

Ultimate Spidermonkey grinned, showing off his sharp teeth. "You are one hell of an exception" he retorted.

The two arachnid-like beings stared down at each other, almost like a western standoff. Suddenly, Airachnid let out a blood-thirsty screech whilst Ultimate Spidermonkey let out a powerful roar, and charged at one another. When they closed the distance, Airachnid sent a left hook into U. Spidermonkey's face while Ben sent an uppercut into Airachnid's chin with his upper left arm.

A small shockwave was created as the two aliens careened back. As soon as they regained their bearings, they reengaged their battle. U. Spidermonkey leaped in front of Airachnid and sent punches into her stomach, chassis, and lastly face with all three of right arms. The femme cried out from the blows. Ben grabbed her sides with his 2 lower arms and delivered two punches with upper arms to her chest, sending her into a tree.

The tree nearly snapped in half from the impact. The predatory femme glared at Ben with hate-filled, bloodlust optics. She screeched as she jumped at Ben and swiped him across the face with her talons. U. Spidermonkey yelled in pain as he stumbled backwards, holding his face. She took this to her advantage as she punched the gorilla-spider creature in the chest multiple times, picked him up with two of her front spider legs, and then threw him back.

Ultimate Spidermonkey bounced off the ground a few times before he came to a stop. He groaned lightly in pain from the blows he received, especially the cut on the left side of his face. Fighting through the pain, Ultimate Spidermonkey used his fore arms to pick himself off the ground.

He turned just in time to see Airachnid held out her hand and fire another string of web. With amazingly fast reflexes, U. Spidermonkey caught the web in his hand, and like Airachnid did to him before, pulled back hard. The femme yelped as she was pulled off her six legs and went flying towards Ben.

Not holding back anymore, the hyper-evolved Arachnichimp reared back and sent a powerful punch into the femme's face with his upper left. Another small shockwave was created as Airachnid went careening backwards and went straight through a tree. Ultimate Spidermonkey cautiously approached, being on guard for anything.

He saw Airachnid pushed a section of tree off of her as she stood back up. A gash was present on her face as well as new dents on her chassis, adding to the injuries she already sustained from the destruction of her vessel. The spider femme snarled in hatred at the teen hero while Ben merely smirked.

"Here have some of mine!" Ben shouted.

Without warning, U. Spidermonkey's jaw split in half as a dense blast of web shot out of his throat. The webbing wrapped around Airachnid's entire body and caused her to lose her balance and obviously fall. Ben ceased his attack and let his lower jaw reattach.

He sneered at Airachnid's form struggling against his webbing. "Not so fun being trapped in a web, is it now?" mocked Ben.

Airachnid growled in anger as she pushed against the sticky webbing, but it was useless. Then an idea popped in her head. Using the sharpened edges of her spider legs, Airachnid cut through the webbing, and threw it off her. She stood back up and prepared to engage another attack on the teen hero, but was interrupted from the sounds of a motorcycle engine.

Out of nowhere, Arcee drove off a hill and transformed mid-air, and delivered a nasty haymaker into Airachnid's face. The black femme went hurdling backwards until she skidded across the ground. Arcee pursued her, and the second Airachnid got back up, Arcee delivered punch after punch and kick after kick. Airachnid was caught so off guard she had no time to initiate a defence.

After a few punches, Arcee lifted up her leg and sent a powerful kick into the spider bot's abdomen. The kick sent Airachnid careening backwards, trees collapsed as she went careening through them. As Arcee vented to cool her systems, Ultimate Spidermonkey watched the spectacle with wide eyes.

"Wow, nice job" He commented.

Arcee turned back, her optics widen slightly once she saw Ultimate Spidermonkey. The blue femme was about to bring out her blaster and fire until she spotted a familiar green hourglass disk on the creature's chest.

"Ben?" She asked, still shocked.

"The one and only, 'Cee," He answered with a smile. "You okay?"

Arcee's brow lifted. "Am I okay? Shouldn't I be asking you that?"

"Survival kit, remember?"

Arcee smiled, happy that Ben was okay. Suddenly, her attention was grabbed by the sound of drilling. She turned to see Airachnid spinning in place and drilling deep into the ground. The Autobot femme swiftly deployed her blasters and fired at her; unfortunately, each shot missed its target by mere inches.

Arcee and Ultimate Spidermonkey rushed to the gaping hole that Airachnid had dug. "Airachnid!" She yelled.

Seeing that there was no way she could follow her, Arcee slumped her shoulders and sighed. "So much for closure," She noted.

Ultimate Spidermonkey slapped the Omnitrix dial. In a flash of green, he reverted back to Spidermonkey before turning back to Ben. The cut that was on his face had disappeared since his alien form's healing factor had healed the gash.

"Now Airachnid is stuck here on Earth," He paused as he looked off to the ground. "I'm not so sure that's a good thing".

"I'm… sorry you had to face my demons today," Arcee admitted. "Thank you were pretty fearless there, Ben" she smiled at the latter part.

Ben's face slightly reddened as he turned away. "Actually… I was pretty terrified," He confessed. "Mostly for you though".

Arcee's smile became warmer as her spark-rate increased from the touching confession. The blue Autobot didn't quite know why she her body was acting this way, but something about Ben's confession made her feel warm and fuzzy inside. She shook the feeling off as she activated her com-link.

"Ratchet, we need a bridge".

As Arcee commed the base, Ben saw a lone mosquito try to land on his hand. The second it did, he immediately slapped it.

"Need to get my partner away from any oversized insects" Arcee commented with teasing smile.

Hearing that later part, Ben looked back at her with a confident smile. "Partner, huh?"

"Junior partner," she corrected. "I can still pull rank on you".

Ben chuckled. "Don't forget you're the one who said 'you're more power than all of us combined'".

"You're not gonna let that go, are you?" she questioned.

"Not even close" he answered. Arcee let out a sigh and shook her head.

A few seconds later, a swirling greenish-blue vortex appeared before them. The blue femme and Omnitrix bearer stared and smiled at each other for a moment before they both walked through the portal; both feeling very happy and warm.

* * *

 **A/N:** **For any of you who are still confused as to why the Omnitrix malfunctioned, I'll explain it again. The hyper frequency scrambler pulse that Airachnid's ship was emitting (the same that screwed up Arcee's com-link) is the reason why the Omnitrix failed. After Ben had transformed into Crashhopper, the pulse began to interfere with the watch's ability to recharge. Minutes after he transformed, the watch had little power left to operate. Hope that summed it up for you. FYI the Omnitrix isn't hackproof.**

 **Also, though some of you may not be fan of it, I changed U. Spidermonkey's design to that from Omniverse but with the UA colouring. It looks were ready for war and menacing. And I made Arachnid a little more sadistic than she is in the show.**

 **I would like to thank all the people who have favourited, followed, and reviewed this story. It is really keeping me going, especially since this is my first time.**

 **I would like to make an announcement: if you wish to ask a question in the review box, then don't do it as a 'Guest'. How do you expect me to answer your question if I can't PM you?! If you don't have an account to sign in, then get one! It's not hard and it takes little time to make. Any question answered as 'Guest' will be ignored.**

 **Okay… again thanks go out to my readers. Any comments, suggestions, critique you have please place them in the review box. Next time… the Vengeance of Vilgax.**


	13. Chapter 13

**A/N: Now we get to the second major arc of the story, Vengeance of Vilgax.**

 **Let's get on with it.**

* * *

 **Ben 10: Prime Force**

 **Chapter 13: Vengeance of Vilgax I**

…

 **Death Valley, California**

In the Mojave Desert, between two mountain ranges in the merciless Death Valley, an interstellar warship lay in ruins. Squadrons of orange drones that had slim bodies, three legs, and insect-like heads work relentlessly across the ship. Some teams were repairing the damaged exterior while others were fixing the damaged systems and circuitry inside. They had been at it for almost two weeks without stopping.

The damage was not as worse as it was previously. Most of the plating was repaired and reattached. The collapsed split ends had been fixed as well. Nevertheless, the ship was still long off from being fully airworthy.

Meanwhile, the Alpha-Drone, leader of the other drones when their master is unavailable, was working diligently in the CR room. The CR room is a large laboratory with tons of equipment. In the center of the lab was a big, clear tube filled with red liquid. This is the CR Chamber. Floating inside the container, connected to a folly of tubes, was the sixty-foot-tall form of Vilgax, unconscious.

Most of his injuries sustained in the free fall to Earth had already healed, thanks to the CR chamber. Vilgax would've been healed quicker; however, the crash landing resulted in most of the vital equipment in the CR room becoming damaged. Repairs had to be made before Vilgax could be placed inside, but unfortunately, the time spent fixing the damage took at least a couple weeks; making his total time in comatose at least two months.

The drone knew his master would be displeased with being in stasis for so long. So, the Alpha-Drone sought out to rectify it. Currently, the drone was working at lab table, working on creating a powerful chemical. After a few minutes, the drone's work was complete as he held up a syringe filled with a reddish-orange liquid.

The orange drone walked to the CR chamber and placed the syringe into a port on the module. After pressing down on the lever, the red-orange liquid flowed into the tubes that connected to Vilgax and finally into his body. Immediately, the green warlord's red eyes opened, darting in each direction.

When his eyes set on the Alpha-Drone, he pressed his face closer to the glass walls. **"You there, report"**.

" _Lord Vilgax, two months ago, after our ship was sucked into an anomaly with Tennyson's vessel, we crash landed in what the human's call Death Valley"_ the drone explained. _"The ship was heavily damaged, and it took two Earth weeks before the systems could finally reboot and bring us back online. Once we were online again, we immediately went to rescue you. A team of Gigantoids found you under a pile of boulders in Utah and brought you back here via the teleporter. However, the CR chamber was heavily damaged during the crash, so we had to spend at least two weeks repairing it before we could put you in. During that time, you have been in unconsciousness since"_ _._

Vilgax was inwardly furious that he had been in comatose for two Earth months. He remembered the events that led his here: ambushing Tennyson, engaging him and his cousin, getting sucked into an anomaly, and finally falling from orbit. The super-cold breathes of Tennyson's form, Ultimate Big Chill, must've really weakened his powers far more than he initially realized; otherwise a fall from orbit would've only shook him up.

" **What is my condition?"**

" _The CR chamber has repaired all of your superficial injuries, my lordship"_ the drone responded.

The red robot's side compartment popped open, revealing another syringe that was filled with bluish-green liquid. When the drone pulled it out, his compartment sealed shut again. The Alpha-Drone proceeded to the module again, preparing to insert the chemical into the port.

Vilgax saw this and was quick to ask, **"What is that?"**

" _This is the super-soldier serum that you were working on before you went on your quest for the Omnitrix seven years ago. We took the liberty of perfecting it. This new, enhanced steroid will enable to not only boost your strength five times as much as it was before, but will also restore your ability to fly and shoot thermal rays from your eyes"_ The drone answered.

Vilgax's eyes widen a bit from anticipation. After his battle with Tennyson that resulted in him losing his ship in the ocean and the teen hero gaining the Ultimatrix, Vilgax had lost his flight and thermal optic abilities. Hearing that those abilities would be restored, along with enhanced strength, caused the warlord to sadistically grin behind his mask.

Like before, the orange drone inserted the syringe into the port. Once the serum entered Vilgax's body, the green squid-being groaned in agony as he felt his muscles increased in size and strength and overwhelming power course through his veins. The warlord outstretched his arms and broke the container, spilling red liquid over the floor.

His height was still sixty feet, but his shoulder width and arm and leg muscles had all increased by two times. His black and red armour looked more aerodynamic and stronger than before. Vilgax and the drone both walked out of the room and proceeded down the hallway.

" **What is the status of the ship?"**

" _The other drones have been working without pause since we came online. 60% of the hull, circuitry, and weaponry have all been repaired; however, we are still not airworthy, let alone even space-worthy yet"_ the orange droid replied.

The large, imposing warlord growled. **"This will not do. It is a miracle that Tennyson and the Plumbers have not located us yet"**.

" _Actually, my lord, we have summarized that the anomaly that our ship and Tennyson's ship was sucked into, sent us into an alternate universe. There are considerable differences between this Earth and Tennyson's Earth. But one big difference is that… there are no Plumbers. In fact, there appear to be no plumbers in this galaxy as we have yet to pick up any signals"_ _._

Vilgax's eyes first widened in surprise, but then glowed in devious delight. **"No Plumbers, excellent. Then there will be no force in this universe, other than Tennyson, who can stop me. But soon, even he will fall to my power as I claim his life, his world, and then the Omnitrix"** The warlord paused as he contemplated his current situation. **"Still… my ship needs to be repaired fully before I can even think of engaging Tennyson. I will need every advantage to defeat that human and his new Omnitrix"**.

Vilgax and the Alpha-Drone approached a door at the end of the corridor. It split in half and slide open, allowing the duo to enter the bridge.

" _Our systems have located areas that have the materials we need to fully repair the ship"_ The drone continued as he brought up a hologram of the globe with two highlighted areas. One location was in Pittsburgh, Pennsylvania, and the other was in Detroit, Michigan. _"From these human facilities we will gain enough supplies to repair the hull and computer circuitry"_ _._

" **Excellent,"** Vilgax looked at the drone and commanded, **"Send in several teams to recover the required materials from each location. Use the teleporter pad, it will save on time".**

The Alpha-Drone bowed. _"As you command, my liege"._

* * *

 **Autobot Outpost**

It has been a week since Arcee and Ben encountered the former's archenemy Airachnid in Yellowstone. The duo was currently training to improve both of their fighting skills, mainly Ben's though. Though he was well-trained with his other transformations, Arcee knew that his fighting style for his Autobot form, Skidmark, needed some improvement. Ben, on the other hand, thought that his fighting skill was good.

But that changed when Arcee reasoned that the only opponents he had gone up against as Skidmark were the holographic Vehicons in the SAFE and finally Knockout. The latter he barely escaped from in one piece. Reluctantly, Ben agreed to Arcee's logic.

With that said, they went to the SAFE to begin training. The only rules in this session were no weapons and in Skidmark's case, no Energon shield.

So far, the blue femme was enjoying herself. True, every now and then Ben would get a few hits on her, but he always either went to the ground or into the wall all the other times. Arcee couldn't remember the last time she had this much fun.

Inside the SAFE, Skidmark grunted and fell to his knees as his back had slammed into the wall. He quickly picked himself up and returned his gaze to his opponent.

"Not bad 'Cee. You haven't even broken a sweat. Wait, can You guys even sweat?" He complimented with a sly grin.

The teen hero had to admit that his partner was a really great fighter. However, he knew that she had been doing this for thousands of years so it was pretty understandable.

Arcee smiled as she resumed her fighting position. "No, we can't. Thanks though… but I'm just getting started, Ben".

Skidmark grinned. "What a coincidence, so am I".

With that said Skidmark raced forward and reared back his fist. Arcee blocked the punch with her crossed forearms and lifted up her leg to deliver a kick. However, Skidmark was smart to sidestep the kick and put some distance between her. Arcee then went on the offense and threw a couple punches, side-kicks, and then jumped into the air to send a roundhouse kick.

The white Autobot was able to block or dodge the first two; nevertheless, the roundhouse kick made contact with Skidmark's chest and sent him stumbling backwards. Before he could catch his balance, Arcee's feet collided with his chest and sent him to the floor with her standing proudly on top of him.

"What was that about you getting started?" Arcee quipped with a smirk.

Ben smirked in response. She offered her servo to help him up, which he accepted. Once he was back on his feet, he replied, "Okay, so I admit maybe my fighting in Autobot form isn't up to par with you. Cut me some slack though, you've been fighting for thousands of years, I've only been fighting in this form for a few weeks".

"True, very true," Arcee said. "To be honest though, you have actually made some improvements in this past week. Still gotta ways to go though before I'm comfortable with you fighting anything that isn't a drone in Skidmark form".

"Aw…concerned for my well-being, aren't you?" teased Ben.

Arcee blushed a bit.

"One thing you should know Arcee is that I am Ben Tennyson. I can change into many other forms if one isn't good enough to win. For example…"

Skidmark slapped the Omnitrix dial on his chassis, causing an emerald light to illuminate the room. When the light died down, standing in Ben's place was a seven-foot-tall, bipedal being that was comprised of green goo. Floating above the gooey creature's head was a silver UFO shaped disk. The Omnitrix symbol was displayed on top of the disk.

" **Goop,"** He shouted in a squeaky, underwater voice.

When she uncovered her optics, Arcee looked at the green gooey creature quizzically. She had never seen anything like it before. Ben was always full of surprises.

"What is that?" she asked

"This is Goop, or more precisely, a Polymorph" Goop answered.

"And how does this prove your point?" Arcee said sceptically.

Though Goop didn't have a mouth, Arcee could tell that he was grinning. "Like this,"

Suddenly, Goop flew over to Arcee really quickly and wrapped around her before she could counterattack. Goop's sticky, gooey body wrapped the Autobot femme's arms together tightly. Arcee struggled to push against the green goo, but each attempt was fruitless. The Polymorph's body then wrapped around Arcee's legs and pulled them together, causing the femme to fall over.

The blue Autobot grunted as she hit the ground. Unexpectedly, a part of the green substance on her chassis formed into Goop's head. He looked down at the femme with narrowed emerald eyes.

"This is how I prove my point. If one alien doesn't work, I can simply use another one that will" Goop explained.

Arcee tried to push against Goop again; however, she realized that his gooey body was stronger than it appeared. After realizing she would be unable to get free, she brought her attention back to Ben.

"Okay I get it, but what happens if you go up against something where none of your transformation will work?" Arcee inquired.

Goop unwrapped his body around Arcee and reformed back into his humanoid form to her side. He lifted up his hand and slapped the Omnitrix dial on his Anti-Gravity projector; in another flash of green, Goop transformed back into Skidmark.

"Don't worry," Skidmark offered her a servo, which she accepted, and brought her back to her feet. "Granted, I do sometimes get my butt kicked a little before I find it, but I always win in the end. Besides, there are over a million different alien species locked in the Omnitrix, I don't even know what most of them can do, but I always unlock now and again" Ben stated confidently.

' _Over a million aliens in the Omnitrix'_ Arcee thought, shocked when he had told her, _'I have barely seen twenty of them! What else can he turn into?'_.

Before Arcee could remark, Optimus's baritone voice came on over the intercom. _"All base personnel report to Central Command Center immediately"._

Skidmark and Arcee looked at each other confused for a moment before they both exited ran out of the SAFE to main ops. Upon reaching the command center, they saw everyone was present and accounted for, looking up at one of the big monitors that displayed a live video feed of Fowler. He appeared to be riding in a helicopter, due to the chopper noise in the background.

In a flash of green, Skidmark transformed back to Ben and walked up into the human center where Gwen and Kevin were.

" _Glad that you're all here,"_ said Fowler _, "we have a major crisis!"_

"Special Agent Fowler, what appears to be the situation?" inquired Optimus.

" _Isn't it obvious, 'CONS!"_ replied the agent. _"The 'Cons have reached an all-time low and are attacking a steel mill in Pittsburgh and a Sumdac Systems factory in Detroit and are stealing materials from both facilities"._

The team looked at each other with alarmed expression. This indeed was low. The Decepticons have never engaged human facilities out in the open. The incident with the Energon Harvester being the exception, but even then, that was at night, where no other humans were present. However, there was also some confusion amongst the group. It didn't make sense for a group of highly advanced machines with their own intergalactic warship to steal things such as steel or computer parts.

"Why would the 'Cons be attacking a computer facility and a steel mill?" Kevin asked with a brow lifted.

"I have to concur with Kevin; why would Starscream even bother stealing these primitive materials?" Ratchet added.

" _How in Uncle Sam's beard should I know?!"_ yelled Fowler _. "If you don't believe me, here's a live feed from both locations"._

The image of Fowler disappeared and was replaced with a video display of a steel mill factory in Pittsburgh and a computer facility in Detroit. Both images showed smoke arising from the buildings, but what really caught the multi-race team's attention were squadrons of reddish-orange drones swarming the facilities. Some of the drones were holding off the military while others were gathering up materials from both locations.

Team Prime and team 10 observed the robot drones more. Each drone was lean and stalky. They stood on three insect-like legs. Blasters were implanted under the servos. Their heads were long and curved downwards while their eyes were crimson red and resembled that of an insect.

The Autobot were quite dumbfounded by the sight of these drones; however, as soon as Team 10 laid eyes on the robots, their eyes widened from recognition.

"That's because they're not Decepticons. They're Vilgax's battle drones!" Ben said quickly.

"Vilgax? You mean that warlord that you told us all about? The one that tries to kill you?" Arcee implied, starting to grow more worried.

"Is there another Vilgax out there?" Ben asked sarcastically with narrowed eyes.

"I guess we found out the answer to if he's alive or not" Kevin stated.

" _Our boys in green are doing all they can to take out these walking tin cans, but are having little success"._

"Agent Fowler, tell your military to stand down and retreat. We shall handle this situation" Optimus ordered.

" _You better! If you run across any trouble, I'm only a call away"_ _._

"Will do Agent Fowler,"

With that said, the transmission was cut off.

"Why would Vilgax be stealing metal and computer parts?" asked a sceptical Kevin.

"A fair question, but for now we must get to these sites and take down these assailants." Optimus reasoned. "Bulkhead, Kevin, you both will accompany me to Pittsburgh".

The wrecker and the Osmosian teen nodded.

"The steel city, huh," said Kevin, "Seems like an appropriate place to have an old fashion robot smack down".

"Bumblebee, Arcee, Ben, and Gwen will go to Detroit" Optimus finished.

"Maybe while we're there we can piece together why Vilgax's robot buddies are stealing from these places to begin with?" Gwen said.

"Or we could just trash his drones and deliver him another setback to whatever scheme he's plotting" Ben stated as he punched his left palm.

* * *

 **Pittsburgh, PA**

The many workers at one of many of Pittsburgh's steel mills were taken by surprise when at least two dozen giant robots appeared out of nowhere. Thankfully, all the workers were able to escape as the squadron of rust coloured drones ceased the factory. A dozen of the drones circled the facility to stand guard while the other dozen began gathering up as much steel and metals as they could and piled them up in open area outside the plant.

The National Guard and local authorities had surrounded the area and were fixing to engage the unknown, metal enemy. However, they had received orders from the higher ups to stand down and wait for further orders. Needless to say, the new recruits were rather confused and impatient as to why they were being held back, but the higher ranked soldiers who were trusted with top secret information, knew exactly why they were being held back. This was simply not their fight.

Inside the parking lot, outside the factory, a swirling turquoise vortex appeared into existence. Exiting from the portal were Optimus, Bulkhead, and Kevin in that order. Kevin had absorbed Bulkhead's armour, thus coating his body in hard, green metal.

When the portal closed, they observed their surroundings to see they were standing in the middle of an empty parking lot. It was rather dark outside as the grey clouds blanketed the sky. After a few seconds, Bulkhead broke the silence.

"Okay… so where are these drones?" He asked.

Suddenly, the sounds of blasters priming caught the trio's attention. They looked ahead to see at least five Gigantoids, a hundred yards ahead of them, aiming their palms at the them.

"Well… I guess that answers my question," commented Bulkhead.

The trio lunged at the ground in separate directions as the rust-coloured robots fired a folly of energy blasts at them. Kevin rolled across the asphalt, carefully avoiding the blasts. Meanwhile, as Optimus and Bulkhead dodged each shot, they both shifted their servos into blasters and fired upon the droids. The drones fell backwards dead as the red and blue titan and green wrecker skilfully put holes in the chests of all five.

Kevin groaned, "Ugh… I really need my own gun".

Before anyone could comment, an explosion erupted from the side of the factory. All of a sudden, at least eight more Gigantoids rushed out and formed a barrier between the trio and the mill. They held out their arms and primed their fusion blasters, ready to fire upon Optimus, Bulk, and Kev.

Optimus, who had already deployed his facemask, commanded, "Bulkhead, transform!"

Immediately, Optimus and Bulk assumed their vehicle forms. Kevin quickly hoped inside Bulkhead as the green SUV and red / blue semi-truck gunned it towards the wall of robots. Vilgax's drones began firing at the vehicles, but the well-experienced Autobots easily outmanoeuvred their blasts.

The Osmosian teen held on tight in his seat as Bulkhead and Optimus accelerated even more to the drones. The war-like machines didn't have a chance to move before a powerful semi-truck and an SUV collided into them. The Steel City smack down had begun!

* * *

 **Detroit, MI**

In the Motor City, inside one of Sumdac System's computer facilities, a group of two dozen rust coloured drones had appeared in a flash of white. The employees and workers quickly evacuated the vicinity as the robots stole various supplies of equipment from the building. Inside the plant that was over two football fields in length and one hundred yards in width Vilgax's drones continue stealing equipment and gently pile it up in the center of the room.

All of a sudden, at the end of the room, the mindless drones were caught off guard when a swirling vortex of green and white appeared. Seconds after it opened, Bumblebee and Arcee (both in vehicle mode) zoomed out with Gwen inside Bee and Ben riding on Arcee. Gwen opened the passenger door and jumped out, creating a mana panel mid-air and allowing Bumblebee to transform into his full height.

Before the drones could counterattack, Gwen lit up her hands with mana and unleashed a folly of mana disks at them, off-lining them one at a time. Bumblebee jumped over or stepped on the lines of conveyor belts, his blasters deployed and firing upon the battle droids.

Meanwhile, Arcee and Ben were still driving towards the drones, dodging their blasts while doing so. Ben placed his helmet back in Arcee's sub-space and started to rise from her seat. This peaked the femme's curiosity. What was he doing?

"Ben, what are you up to?" The blue femme asked.

The brunette teen tapped the Omnitrix, selected an alien icon, and allowed the core to pop out. "Trust me," He said, giving her a smile.

Suddenly, he jumped off of Arcee, and in mid-air he slammed the core back down. A lustrous emerald light filled the factory. In the wake of the green flash, was an eight-foot-tall bipedal Sasquatch-like being with yellow fur and black fur on his lower legs and arms, hips, and head. He had two bolts on either side of each wrist, grey hands and feet, and three yellow horns at look like a trident. The Omnitrix dial is displayed in the center of his green and white belt on his waist.

" **Shocksquatch,"** Ben yelled in a raspy, Canadian accent.

Shocksquatch landed on the helm of a drone and grabbed it on both sides. Digging deep, his fur stood up as his form lit up with electricity. The electricity coursed into the drone and after a few seconds, the drone began to collapse as smoke billowed off its form. Shocksquatch used the robot as a springboard and jumped to another, electrocuting it in the same manner.

Meanwhile, Arcee transformed into her bipedal mode, unsheathed her forearm blades, and went to town by slicing off the heads and appendages of Vilgax's battle droids. Bumblebee switched from his blasters to direct combat, using his wrestling style type of fighting to take down his opponents. Gwen ran along her summoned mana panels in the air and fired volleys of mana disks at the rust coloured robots.

The team had already taken out over fourteen drones, leaving ten remaining. Seeing that they were outmatched, the majority retreated to the massive pile of electronics in the room whilst a few provided cover fire.

Shocksquatch jumped over the conveyor belts, charging his body up whilst doing so, and discharged multiple bolts of electricity at the drones. The robots providing cover fire were instantly stunned by the lightning bolts. It gave Arcee just enough to time to jump in front of them, and skilfully slice their heads off while Gwen and Bumblebee shot down the rest.

That left only eight, standing in front of the massive pile of computer electronics. Arcee and Bumblebee brought out their blasters, Gwen charged up her hands with mana, and Shocksquatch's body glowed brightly with intense electricity. All of them were aiming at the reddish-orange droids and were prepared to fire.

"Quite a shock, eh, seeing you guys after all this time," Ben said. "Why don't yah tell us what you're doing and we won't tear you apart too badly, eh".

The drones didn't response. Instead, a second later, they and the pile of equipment were engulfed in flash of white, causing the group to cover their optics and eyes. When the flash dissipated, they were taken by surprise to see the drones and all the stolen electronics were gone. Nothing remained.

" **Where'd they go?"** Bumblebee bleeped with surprise.

"Teleporter," Gwen summed up as she lowered herself to the ground by Shocksquatch.

Shocksquatch slapped the Omnitrix dial on his belt, and in a flash of emerald, he reverted back to Ben. An annoyed expression was plastered on his face.

"Great," he muttered, "and we still don't even know what they stole from here in the first place and why".

"Actually," Gwen turned toward with him with a thoughtful mien. "I think I have a theory".

The two Autobots and Omnitrix bearer looked at her, awaiting her possible explanation.

* * *

 **Pittsburgh, PA**

"HI-YAH!" Kevin yelled.

He had morphed his arm into a lethal, sharp katana and sliced the head clean off of a drone. The forty-foot robot fell over, red liquid draining out of its severed neck components. The half-Osmosian continued jumping from drone-to-drone, using his super strong armour absorbed from Bulkhead to either slice drones apart or beat them senseless.

Bulkhead was taking a similar approach as he pummelled the rust coloured droids with his all his might and reducing them to scrapheaps. Optimus, on the other hand, was simply using his blaster to blow neat, burned holes in the robot's chests.

Optimus, Bulkhead, and Kevin reached the other end of the parking lot, defeating a dozen drones in the process. The trio turned their attention to the gaping hole in the side of the steel mill that Vilgax's drones had made. They quickly rushed in, ready to take on more battle droids.

Surprisingly, the roof was high enough for Optimus and Bulkhead to stand at their full height from thirty to forty feet, the latter being Optimus's height. When they rushed inside, they immediately stopped and stared at the sight in front of them.

In the center of the mill, the remaining dozen drones had piled up countless tons of steel and metal in the middle of the room. What could they need with that much metal? It was a thought that came to each of their minds. But they had no time to ponder now. These machines needed to be stopped.

Optimus rushed forward with the green wrecker and the half-Osmosian teen behind him. The remaining drones quickly spotted them and retreated back to the piled-up metal, not even bothering to challenge the two Autobots and Osmosian. When all twelve drones reached the massive pile of steel, a blinding white light flashed across the room, causing Optimus, Bulkhead, and Kevin to stop and shield their eyes/optics.

When the flash dissipated, they were shocked to see the drones and the stolen metal were out of sight. All that was left was a shallow crater with singe and a smoky haze billowing off the edges of the hole.

"Huh? Where'd they go?" Bulkhead asked.

Kevin was the first to approach the crater. He placed a finger along the edge and brought up some of the soot to analyse it. He hummed in contemplation. He had seen this kind of green glowing ash before.

"Teleporter residue," Kevin summarized.

"They bridged themselves out of here?" inquired the green wrecker.

"Kind of," explained Kevin, "except their groundbridge doesn't open up a portal, it just instantly teleports them anywhere".

"There's not much we can do now. We must head back to base. Hopefully the others will have found some answers". Optimus concluded.

* * *

 **Death Valley, California**

Vilgax sat on his throne-like command chair in the bridge, waiting on the news of the teams that were sent to salvage materials to repair the ship. His sharp, talon digits tapped his arm rest continuously as he waited impatiently.

Finally, the Alpha-Drone turned away from his computer station and kneeled in front of his lord and master. _"Excellent news master… the teams have returned with all the materials needed to repair the ship. The reconstruction crews should have the vessel fully operational in a matter of twelve hours,"._

" **Excellent,"** Vilgax rasped.

 _"However, half of the drones we sent didn't return. Ben Tennyson and his friends were the cause"._

Vilgax growled. **"Of course, Tennyson never disappoints…** ** _but_** **he is a major annoyance".**

 _"That wasn't all, my lord"_ The drone continued as he brought up a red holographic screen in front of him and typed on it. _"Tennyson and friends had accomplices with them"._

Multiple holographic images appeared before Vilgax, each displaying the fights that took place in Detroit and Pittsburgh. The green warrior studied them keenly and was slightly shocked. Fighting along Team 10 was a group of giant robots. According to the tape, they were able to transform their bodies into vehicles and their appendages into weapons.

" **What are these 'machines'?"** Vilgax asked with his brow cocked.

 _"I took the liberty of doing a thorough search throughout this planets 'world wide web' and the planet military databases, and I discovered this from this United States government databank"_ The Alpha-Drone said as he brought up another image.

It displayed a digital layout of Team Prime members and lines of information under it. _"These machines are actually not from Earth; in fact, they are alien in origin. They come from a planet called Cybertron. But what is most surprising, is that these machines are sentient"._

A quizzical look took place on Vilgax's masked face. " **Sentient machines? Intriguing, tell me more".**

 _"According to this, this particular group is called Autobots. The reason they are here on Earth is because their home world Cybertron was in a civil war between their foes, the Decepticons. The war lasted for thousands of years until their world was no longer habitable, which brought them here to Earth. The Decepticons apparently followed them, and the battle between them has now been brought to this world"._

Vilgax took in this information, processed it, and came to a conclusion. **"It would appear that Tennyson and his friends have formed an alliance with these Autobots"** Vilgax stood up and looked out the large window, watching the reconstruction crews repair the damage done to the ship. He contemplated hard for a moment before he continued, **"If I am to conquer this world and eventually this defenceless universe, then Ben Tennyson must be removed from the equation. However, from what I've seen these Autobots are strong, and as long as they are near him, defeating Tennyson will be difficult… unless I can draw him out… alone".**

 _"Actually,"_ the Alpha-Drone proceeded, _"I may have found a way of accomplishing that feat"._

Vilgax turned toward the commander of his drones. **"Explain,"** he demanded.

The Alpha-Drone typed in a more inputs until more images popped up. This time, they were pictures of blue vibrant cubes and crystals _. "The Autobots and Decepticons, although far different for moral reasons, shared one common thing: they require this substance called Energon to live. From what these files from the government tell us, the Autobots reserves on Energon are usually low, which means any time an Energon signature pops up…"_

" **They jump at the chance to retrieve this element."** Vilgax finished.

 _"Precisely, my lordship"._

Vilgax touched his chin and thought it over hard. Finally, after a few moments, a sadistic grin formed under his mask as he let out low, creepy chuckle. **"Yes, yes… I have it figured out. I know what we must do now".**

* * *

 **Autobot Outpost**

Thirty minutes after leaving for Pittsburgh and Detroit, Teams Prime and 10 had regrouped at the command center, where their liaison Agent Fowler had dropped by personally. To say he was mad was an understatement, he was pissed!

"So not only did you let those walking tin cans escape, but with hundreds of thousands of dollars of stolen steel and electronics too?!" Fowler yelled, looking straight at the Autobots and Team 10.

Ben, who furrowed his eyebrows in anger, stepped forward. "With all due respect, if you had informed us of the attacks as soon as they took place, instead of trying to take them down yourselves, then we could've stopped them in time" he reasoned.

"Yeah," Bulkhead added. In fact, the rest of the team agreed with Ben, even Optimus. "By the time we all got there those things had already gathered up the stuff they needed and were going to leave anyway".

"About that, why did those things steal that stuff anyway?" asked Fowler who was very confused. "What would they need with hundreds of tons of steel and various electronic parts?"

"I might have a hunch?" Gwen answered, gaining everyone's attention. "When we and Vilgax first arrived in this universe, both of our ships were inoperable, right?"

"Yeah, so?" Kevin said, not catching on.

"So… when it landed, his ship was most likely heavily damaged" Gwen explained.

"Of course," Ratchet said, catching onto Gwen's explanation. "If his ship was damaged, Vilgax would need the necessary materials to repair it. Problem is… we do not know the location of it".

"I'll have the boys at the Pentagon search the entire globe via satellites for anything that looks like an alien spaceship" Fowler offered.

"That would prove very helpful, Agent Fowler; however, I fear now that this Vilgax has all the materials needed to repair his ship, it won't be long before he makes his next move" Optimus stated.

"The only question is what will be his next move?" Gwen pondered.

"I don't know" Ben said, his tone growing darker. "But whatever it is, knowing Vilgax, it can't be good at all"

…

 _Later…_

Arcee stood outside the SAFE, looking through the window that was one way. She watched as Ben, who in a form that he called Water Hazard, fought against Kevin, who had absorbed Water Hazard's exo-skeleton armour. She was quite fascinated by their fighting styles and couldn't help to watch.

However, her mind was lost elsewhere. She was thinking back to what happened last week with Airachnid. The things Ben said to her made her spark warm and fuzzy in a way that she hadn't felt in a long time.

 _"Actually… I was pretty terrified" He confessed. "Mostly for you though"._

After replaying that, Arcee smiled. After that day, she didn't know why, but her feelings for the shape-shifter had intensified. And she had a feeling it went the other way. The way he acted around her, the way he would take quick glances at her form when he thought she wasn't noticing, was evidence enough. Arcee soon realized that what she did indeed like Ben… more than just friends or partners.

The issue that was facing her was whether she should tell him or not. Would he reject her? She didn't like that thought. She had already suffered from enough spark-breaks with the death of Cybertron, Tailgate, her sisters, and Cliffjumper. But yet, this human brought warmth to her in a way she hadn't experienced before.

"Is everything alright here, Arcee?"

Arcee jumped out from mussing, but calmed down when seeing that it was Ratchet. "Huh? Yeah… just watching Ben and Kevin spar,"

"Hmph," It then grew quiet, the only sounds that were made were from Water Hazard and Kevin inside the room. After a moment, Ratchet broke the silence. "Arcee, I feel I need to speak with you about something".

"What?" She asked, turning her gaze to him.

"It involves your… relationship to Ben." He spoke, getting to the point.

Her optics widened a bit. _'What does he know? How did he know? No! He couldn't'_ she thought.

"W-what do you mean? We're friends, partners" Arcee answered.

"Right… but I feel it is much more than that" he said with a teasing smile.

"Well… it's not" Arcee narrowed her optics, growing more serious.

"Arcee, I know your feelings for Ben have gone beyond that of friendship. I've noticed ever since you two came back from your encounter with Airachnid".

The blue femme looked to the floor, her arms folded across her chassis. She didn't speak a word, lost in thought. She should've known the others would've figured it out, especially Ratchet since he's so perceptive.

"Arcee, if I am speaking the truth, please tell me. I swear, as a medic, that your secret will stay safe with me" Ratchet continued.

Arcee looked back at him, contemplating hard on whether or not she should tell him. After a moment, she finally sighed. "Ratchet… I don't know. Maybe? Yes".

Ratchet's optics widened. "Arcee, you two aren't even the same species".

The blue Autobot glared at him, causing him to take a step back. "I never realis… Of course, I know!" She yelled, cutting herself off. Arcee sighed once more and turned away before she continued, "I know we're totally different, but… I feel… so connected to him and I don't know why, different to when I was partnered with Tailgate or Cliffjumper. He just makes my spark feel warm and good… and I feel like… I have another reason to push forward because of him".

Arcee was expecting Ratchet to give her the _'Cybertronians and organics are incompatible. Or it is immoral to even think of being engaged in that sort of relationship with an organic.'_ speech. However, it never came. She turned around to see Ratchet giving her a small smile. Why was he smiling?

"Well… aren't you going to tell me how it'll never work and that we can never be together?" implored Arcee.

"No, Arcee. I know you have suffered dearly, especially after the loss of Cliffjumper. To be honest, Optimus and I were expecting to put you on suicide watch after he perished. However, if Ben is the one that truly makes you happy… then it is not my place to tell you can't be with each other".

Arcee smiled warmly in appreciation at Ratchet. "Thank you, Ratchet".

The medic nodded before turning around and headed back to the main ops room. Arcee looked back to the SAFE to see Water Hazard standing proudly over Kevin, he had won. The red humanoid crustacean transformed back to Ben and helped Kevin up, both laughing.

Arcee smiled more. It wasn't a mystery anymore. Thanks to Ratchet, she was forced to say it out loud. She liked Ben. The only problem now is how to tell him. But with this Vilgax crisis going on right now, she deemed it necessary to tell him later.

* * *

 **Death Valley, California**

The full moon shined brightly in the sky over the sun-baked desert of Death Valley. In the center of the desolate wasteland, the reconstruction crews had just finished repairing all the damage done to Vilgax's ship. The hull, infrastructure, weapons, and mainframe were finally backed up to standards.

Inside the bridge, the drones typed frantically at their stations, booting up the engines, weapons, and major systems. It will only be a matter of minutes before the ship is in the air. Vilgax sat at his command chair. He had formulated a plan and was ready to put it in motion. All he was waiting for now was for the drones in the laboratory to finish the project he had assigned them. Then…the real fun would begin.

The doors slid open, allowing the Alpha-Drone to walk in. The large drone turned the corner and kneeled before his master. _"My lord, the devices you wanted have been completed and are ready for use"_.

" **Excellent,"** He rasped. **"Send out a few teams and place them across the globe. The Autobots will have no choice but to split up and investigate each site".**

" _My lordship, what if Ben Tennyson goes with one of the groups?"_ the drone asked, mentioning a valid point.

" **I doubt that he will. Now that they know I still live, those machines will keep Tennyson at their base, to ensure I can't track him. Once all the Autobots have left though, Tennyson and maybe his friends will be left alone. Then, I will transmit him a message… one that a hero like him… will have no choice but to accept"** the smile behind the warlord's mask grew even more evil and sadistic.

* * *

 **Autobot Outpost**

"Has there been any word from the government about the location of Vilgax's ship?" Ben asked.

He, Gwen, and Kevin were in the human area while the other Autobots were gathered in the main ops center. Agent Fowler had left hours ago back to the Pentagon to inform his superiors of the current situation.

"None so far," answered Ratchet, "and even my own search for his warship has proved fruitless".

Suddenly, before anyone could comment, alarms began to blare though the base. Ratchet quickly shut them off as he investigated the cause of the alarm. As he read the results, his optics slightly widened.

"By the All-Spark! It would appear that three Energon signatures have popped up." He informed.

The others, including Team 10, were taken by surprise. Three Energon signatures popping up out of nowhere at once? Yeah… like that isn't suspicious.

"One is in the Amazon Rainforest, the second is the African Savannah, and the last one is in the Australian Outback," Ratchet said. "I've scanned for any Decepticon signatures at each location; however, I'm not picking up on any".

"Given that our current supply is running low. We have no choice but to investigate these sites, but with caution" He turned his attention to everyone. "Arcee you will accompany me to South America. Kevin, you shall go with Bulkhead to Africa." The half-Osmosian smiled in excitement. "Bumblebee, Gwen, and Ratchet shall go to the Outback".

"Me?" a confused Ratchet said.

"To investigate each site, we must spread out our resources." Optimus explained.

"Hey?! What about me?" Ben asked, shocked and curious as to why that Optimus chose Ratchet over him.

"Not a good idea, Ben" Arcee answered for Optimus. "Since Vilgax is back, if he picks up on your Omnitrix signature, I hazard a guess he won't hesitate to ambush you".

"Precisely… with that said, you'll remain here Ben" Optimus stated his tone firm and final.

Ben sighed angrily. Nothing he could say would convince Optimus or the others to let him go. He knew Vilgax was out there and seeking revenge, but he hated being pinned up. Whilst Gwen and Kevin walked down the stairs to their respective partners, Arcee went up to railing where Ben was leaning.

"I know you want to be out there, but please understand why we're doing this" Arcee said.

Ben sighed once more. "Y-yeah, I understand 'Cee. You… be careful out there okay, partner".

Arcee smiled. "Will do, partner".

Minutes later, after sending all three groups to separate locations across the world, Ben was left alone at base. He felt kind of weird being left in this big, empty base alone. It was very quiet. The only sounds came from the computers and the occasion cooling systems. Ben sighed as he sat on the couch, watching a few TV channels.

However, he couldn't really watch anything. The teen hero was more concerned with Arcee and his friends. They haven't called in since they left five minutes ago. Ben was beginning to become a little more worried of what was happening to them. Even though he shouldn't be, they could after all take care of themselves. It didn't make him any more concerned though.

Nevertheless, he was rather curious and sceptical of how three Energon signatures popped online like that, with no Decepticon signatures around it? It didn't make since. He contemplated on the development for a few more minutes until…without warning…the Omnitrix began to blink green and bleep.

"Huh?" He said dumbfounded as he looked at the watch. "I'm…getting a call? But how?"

Ben tapped the faceplate. Then, a holographic image appeared above the watch. The figure was Ben's most powerful and dangerous villain he had faced since he was ten.

"Vilgax?!" Ben exclaimed, his face portraying shock and anger.

" ** _Nice to see you haven't lost your talent for stating the obvious, Ben Tennyson"_** Vilgax mocked.

"What do you want, Vilgax?" He said with an aggressive undertone.

" ** _Revenge, of course,"_** he rasped. **_"I'm going to skip straight to the point. Though I may not know your precise location, I know that you are within forty miles of the Jasper, Nevada area. Am I correct?"_**

Ben's eyes widened as his mouth gaped a bit. Though his mouth was covered by a breathing apparatus, the Omnitrix bearer could tell that Vilgax was smiling.

" ** _That's what I thought. You should that now my warship is repaired and presently airborne. The first thing I plan to do with it… is eradicate that worthless town Jasper and everything else within a hundred miles"._**

Now that was stooping to a whole new low!

"NO! I'll stop you!" Ben shouted his voice full of fury.

" ** _Doubtful, however, I will give you this offer. I've sent a set of coordinates to your Omnitrix. Come alone and I will spare the town and your friends"._**

Ben's emerald eyes widened even more as realization struck him like lightning. "Those Energon beacons… that was you?"

" ** _Yes; intended to lure your allies away from you and it worked. My drones are on standby at each location, and at my command, are ready to obliterate each of your friends"_** Vilgax spoke in a dark tone that made Ben forget any thought of him lying. **_"Come to the coordinates alone and surrender… and I will spare them all"_** his cold, crimson eyes narrowed even further. **_"If you try anything funny, I will reduce that town and your friends to ash, are we clear?"_**

Ben's anger grew stronger as he clinched his fists harder. In the end though, he knew he couldn't do anything. "Fine… I give".

" ** _Of course, you do, be there within the next two minutes or else, hero"_** After that threat, the transmission cut off.

Ben inwardly growled. He then turned his attention to the computer stations on the other side of the human area and then to the groundbridge. The teen wanted to contact the others, but with their lives and that of Jasper's on the line, he couldn't risk it. He knew that there was only one option.

* * *

 **Unknown location**

The moon shined over the plains of cracked, sun-baked desert and the mountain ranges in the distance. Vilgax, standing at over forty feet tall, stood on the ground along with two gigantoids and four human-sized drones. His newly, repaired warship hovered hundreds of meters above them. Red energy coursed through the split ends of the ship, ready to discharge at Vilgax's command.

Suddenly, twenty meters in front of the green warlord, an emerald and white vortex swirled into existence. Stepping out of the portal, before it closed, was Ben. His facial expression was sheathing with anger. He narrowed his emerald eyes at Vilgax, whilst the warlord returned the death glare.

"Alright, I came alone like you asked. Now leave my friends and Jasper alone and I'll surrender" Ben spat.

" **You don't make the commands here, Tennyson, I do!"** Vilgax replied angrily.

All of a sudden, Ben felt something grab him by his shoulders. He turned around to see two red, human-sized drones holding him. The four small drones in front of Vilgax proceeded forward and both grabbed Ben by both arms and attached a bulky, silver high-tech cuff that went up to both of his forearms, cutting off all access to the Omnitrix.

Ben growled as he pulled against the bindings, but it obviously proved futile. The metal the cuffs were forged of was stronger than anything on Earth. Nevertheless, Ben's stubbornness prevented him from trying. The six drones stepped away from Ben as Vilgax approached him, his shadow casted over him, as his towering form loomed over his smaller one.

Vilgax stared down at the human hero with rage and hatred. His cold, blood red eyes spoke volumes. Many beings would've cowered in the face of Vilgax, however, Ben did not. He had defeated him plenty times enough to know how to stand up to him, despite his lack of powers at the moment.

" **After seven years of torment and humiliation…"** The alien dictator reared back his right hand and backhanded Ben with minimum effort.

However, the blow was strong enough to knock Ben off his feet and sent him careening backwards. He hit the ground meters away rolled to a stop on his front side. His eyes were shut tightly as waves of pain clouded his mind. He coughed, and felt some liquid come out; he knew that it was blood.

When he opened his eyes, his guess was confirmed as he saw the red liquid pool on the sandy surface and leak down his face. He tried rolling over, but groaned in discomfort, his chest hurt extremely badly. He suspected that his ribs were mostly likely broken, considering that it hurt to breathe and his chest was killing him.

Suddenly, Ben couldn't hold back a yell of pain as Vilgax placed his metallic, boot-like foot on Ben's back and pinned him to the desert ground. The green warlord stood above him, ready to apply more pressure and kill him instantly.

"… **I can finally squash you like the bug you are"** Vilgax hissed, finishing his statement.

Ben shut his eyes, holding back his cries of agony. He wouldn't dare let Vilgax have the satisfaction of him crying out in pain. Then, to his shock, the pressure was gone and he sighed as he felt relieved. The pain intensified when he felt a metallic hand wrap around his waist. Even though he was in pain, he still glared daggers at Vilgax, whom he was no face level with.

" **However, that would be too… easy… and you don't deserve that. No… you shall watch as everyone and everything you ever fought for and cared for are destroyed before your eyes. Only then will I grant you the sweet mercy death"** Vilgax rasped.

Ben groaned, but still glared at his archenemy with defiance and determination. Suddenly, Ben, Vilgax, and the drones were engulfed with white light. When it disappeared, they were gone. Only a circular pattern of green, glassy residue was left where they had been standing.

The ship overhead went higher into the sky until it vanished in the distance.

* * *

 **Autobot Outpost**

The groundbridge blared to life. Exiting from the swirling vortex of green and white was an orange and white ambulance and yellow and yellow muscle car. As soon as Ratchet and Bumblebee drove into base, the portal closed behind them. The former transformed to his bipedal form while Gwen stepped out of Bumblebee to let him transform too.

In Ratchet grip was a silver rod with a blinking blue bulb-like device on top. However, that was the least of his concerns as he looked around the base, searching for a particular shape-shifter. It wasn't just him that noticed that Ben was nowhere to be seen

"Ben! Where are you!?" Gwen yelled. "I know you're peeved that Optimus didn't let you go on the scouting mission, but that gives you no excuse to ignore our calls asking for pick-up".

He didn't receive a response. In fact, Ben was nowhere to be seen, which confused the medic.

" **Luckily you finished that protype groundbridge control remote. Otherwise we would've been stranded in the Outback"** Bumblebee whirred, trying to lighten the mood.

Gwen walked up to the human area and looked in every direction. "Ben? Ben, stop hiding and come on out".

There was still no response. The Anodite teen was beginning to become a bit worried. Meanwhile, Ratchet went up to the terminal and performed a scan on the device they discovered at the location. When it was finished, he hummed as he analysed the results.

Ratchet was brought out of his thoughts as a transmission can through the com-link. _"Optimus to base, we require a groundbridge"._

"Coming right up, Optimus".

The medic Autobot strolled over to the groundbridge controls and typed in Optimus's coordinates and pulled down the lever, allowing the bridge to swirl to life. Stepping out of the portal was Optimus first and then Arcee. In the former's grasp was the same device that Ratchet and his team found: a silver rod with a blue, bulb-like beacon on top.

"We did not find any Energon, only this contraption" Optimus noted, handing it to Ratchet.

As he took the device, he replied, "Same here,"

Arcee stepped up to the human platform and saw Gwen… only Gwen. "Where's Ben?".

The auburn-haired girl looked at her with worry and concern in her eyes. "I'm not sure, I can't pick up on his mana signature in the base".

"So… Ben's not here?" implored Ratchet.

The conversation was interrupted again as Bulkhead called in for pick up. Ratchet reactivated the groundbridge, allowing the wrecking duo to come through. In Kevin's possession was the same thing Ratchet and Optimus found.

"No Energon, all we found was this thing" Kevin informed.

" **What are those things?"** asked Bumblebee.

"They are devices built specifically to emit a signal that is precisely identical to that of Energon." Ratchet explained as he walked back up to his terminal station.

"So, someone purposely put them there to lure us all out. But why not attack us? Whoever did it had the perfect chance" Bulkhead noted.

"Guys," Gwen caught everyone's attention. "Hate to interrupt you but I still can't find Ben".

"Wait! Ben's not here. Then, where is he? We were only away for like ten minutes" Kevin pointed out.

"Wait a second," Ratchet continued as he typed on at his station. 'Groundbridge log shows a bridge was opened up just fifty miles northwest of Jasper just five minutes after my team left for the Outback."

"Typical. Ben's not supposed to leave base but he does it anyway" Kevin muttered, only to receive an elbow to the ribs courtesy of Gwen.

"Kevin this is serious. Ben could be in danger" The Anodite teen reasoned.

* * *

 **Fifty miles outside Jasper**

A vortex of emerald and white opened up. Gwen, Kevin, and Arcee stepped out of the portal and onto the desert floor. When it closed behind them, they looked around… only to see no signs of Ben.

Focusing on her abilities, Gwen's eyes lit up pink as she scanned for Ben's mana signature. After a moment, her eyes went back to normal.

"Well?" Arcee asked, anxious to know where her charge was.

"Ben was here minutes ago… but not anymore. His mana trail ends here".

"Guys! Over here!" Kevin shouted.

They ran up to the Osmosian teen who was thirty meters to their right. When they approached him, they both saw he was kneeling down a small puddle of red. Gwen's eyes illuminated for a second, and then she let out a gasp.

"That's Ben's blood!"

Arcee's optics widened. Her spark-rate was rising by the second while a flurry of emotions consumed her processor.

"What? Where is he? What happened?" the blue femme asked, her emotions started getting the best of her.

Kevin was about to respond until his eyes caught sight of something shiny. He looked to his side and something glimmering on the ground. He got up and proceeded to it, Gwen and Arcee followed behind him. The Osmosian teen kneeled by the circular pattern of green, glassy substance and examined it thoroughly.

"Residue, created from teleporter beams when they hit sand" he concluded. Suddenly, the pieces all began to fit together: the Energon beacons, the blood, and the teleporter residue. It all finally formed a picture in Kevin's head. "Those devices… they were meant to draw us out".

"Kevin?" Gwen inquired.

"Vilgax found out about our alliance with the Autobots. Those beacons were created by him and meant to separate us from Ben. He then somehow lured him out where…"

"Kevin, are you saying that…" Gwen started, but couldn't finish, her body was slightly shaking from fear.

"Vilgax has Ben" Arcee realized with horror and fear in her tone. Her spark-rate was going crazy. She was feeling anger, rage, horror, fear, worry, all at the same time. She hadn't felt this way since the day Cliffjumper was kidnapped and killed. It was then her optics widened as her mouth gapped a bit.

This is similar to how Cliffjumper was taken away from her. Now, her new friend, partner, and possibly the one being that she liked romantically… was now in the clutches of a mad, powerful alien. And there was nothing she could do about it.

* * *

 **A/N: Hope y'all liked the newest chapter. Yeah, a bit of a cliff-hanger but things do not look good for Ben right now. But it has only just begun.**

 **Please review with critique. I want to know what whether you liked it or disliked it. Until the next addition of Prime Force…**


	14. Chapter 14

**Ben 10: Prime Force**

 **Chapter 14: Vengeance of Vilgax II**

…

 **Vilgax's Warship**

Slowly, Ben's eyes began to open. A groggy groan escaped from his throat as he returned to consciousness. He winced in pain as he breathed in; he knew then that a few ribs were likely broken. The first thing his eyes saw was a red blur.

When they refocused, he saw that he was in a dark room with the only light source being red and coming from the ceiling above him. He slowly shook his head to get whatever sleepiness he had in him out.

He lifted up his head, only to see that he was restraint to an eight-foot-long, black rectangular platform that was at a thirty-degree angle. His arms and legs were spread apart and strapped down by strong, metal clamps. The biggest clamp was the one on his left arm, which too his entire forearm; it also appeared to be more high-tech than the other restraints.

Ben hazarded a guess it was so Vilgax's drones could study the Omnitrix and possibly devise a way of removing it; however, Ben knew that they wouldn't. Only he, Azmuth, and Professor Paradox knew the code to get the Omnitrix to clamp off.

If anyone tried to remove it by any other method, the watch would activate its security mode and neutralize them. If that didn't work, it would give a warning of activating its SDM or self-destruct mode. But if they ignored that, the Omnitrix would engage the SDM, which would destroy the watch and anything in its range, depending on how long the SDM function was activated for. The teen hero prayed it would never come to that.

Ben turned his head around to examine the room. It seemed he was in a large laboratory with many alien machines and tools around him. The platform he was restraint to was in the center of the lab. The Omnitrix bearer pulled against his bindings, but obviously was met with negative results.

"Scrap," Ben cursed, picking up on the Cybertronian language.

Suddenly, a pair of doors slides opens. Stepping thru was the forty-foot-tall form of Vilgax and four human-sized drones called Bioids. It was then that Ben noticed that Vilgax's body was bulkier, muscled up, and thicker than before. The black armour on his legs and torso looked smoother and aerodynamic as well. Still adorned on his head was a breathing apparatus that guarded the lower half of his face.

The four drones proceed to terminal stations near the table Ben was restraint to while Vilgax stood in front of Ben, his hands behind his back, and a smug expression on his face.

" **Oh, how the mighty have fallen"** Vilgax taunted.

Ben said nothing. He glared at the green warlord, shooting daggers at him through his eyes.

Vilgax cocked a brow in amusement. **"Oh, what's this? No juvenile quips? No clever observations, Ben Tennyson?"**

"Let's get to the point, Vilgax. What am I doing here? Why didn't you just kill me when you had the chance?" Ben demanded.

Vilgax chuckled, much to Ben's displeasure. **"Like I said before, killing you then would be merciful… you don't deserve that. As for** _ **why**_ **you're here… surely your primitive human mind can piece that mystery together"** Vilgax replied snidely, pointing to Ben's left arm.

The teen hero's brows furrowed as he looked from his left arm back to Vilgax. "Of course… why do I bother asking." He sighed, exasperated.

Vilgax glared at his nemesis for a moment before continuing, **"I'll skip straight to the point, Tennyson. While you were unconscious, my drones worked relentlessly to extract the device from your wrist. However…"**

"Let me guess…it didn't go to well for them, did it?" He grinned.

The green warrior growled, his crimson eyes becoming redder. **"Yes,"** He answered calmly. **"After attempting to bypass the firewalls, the Omnitrix's security system activated and electrocuted my drones to a point they off-lined. After that, my computer discovered that any other attempt to override the Omnitrix would result… in the activation of the SDM."**

"Aww…what a shame," Ben mocked.

" **Silence!"** yelled an angry Vilgax. He sheathed in anger for a moment before recollecting a bit of himself. **"Nevertheless, my computer also discovered something else. It would appear that there is a special code to remove the Omnitrix"** Vilgax paused as he moved closer, narrowing his blood red eyes even further upon Ben. **"Tell me the code, Ben Tennyson, and I might just grant you a quick, painless death".**

"Wow, what a tempting bargain, but let me think… yeah, I think I'm gonna pass on that, Vilgy".

The warlord snarled in rage, clenching his fists tighter. He opened a hatch on his right forearm, revealing a touch pad interface. Vilgax typed in a few inputs before turning his attention back to Ben.

" **I've had enough of these games! I'm going to ask you again nicely… what is the code?"** demanded Vilgax.

Ben's glared toward Vilgax intensified. "As if I'll ever tell you,"

The green warrior growled again as he pressed a button on the interface. Without warning, red electricity arched from Ben's restraints and into his body. The brunette teen couldn't suppress a cry of pain. The crimson bolts coursed to Ben's body for five, painful seconds before they deceased.

Ben slumped back on the cold table, panting heavily, and filling waves of agony wash through him. Vilgax grinned sadistically at his enemy's pain.

" **I can do this for as long as it takes. Question is, can you?"** Vilgax asked in a mocking tone.

"And you'll still never have the code" Ben pointed out, knowing exactly what Vilgax was referring to. Vilgax's rage was building to a boiling point and thus reached towards Ben and gripped his body in his hand, and started to constrict.

The teen's chest was quickly getting tight as he tried to catch his breath. It was excruciating, but nonetheless, Ben still wouldn't let it break him. He had gone through so much to let something trivial as pain to defeat him.

With than in mind, Ben lifted up his head and casted a cocky smirk at Vilgax, promptly confusing the former intergalactic dictator. "Then let's find out, squid face. I'm not going out without a fight." He stated determinedly.

Vilgax's anger only grew stronger from Ben's determination and relentlessness. With his mind clouded, the warlord let go of Ben and pressed the button again, causing more electricity to flow into Ben's body.

* * *

 **Autobot Outpost**

It has been roughly five hours since Kevin, Gwen, and Arcee returned to deliver the news of Ben's capture to the others. Kevin and Ratchet had gotten to work hastily on trying to locate Vilgax's ship. Gwen, who was levitating over the couch, was using her mana powers to locate Ben's life signature; surprisingly, she was having no luck.

She was starting to fear that Vilgax… _'No! Ben is not dead!'_ Gwen mentally chided herself.

The other Autobots could only wait. Arcee, in the meantime, leaned by on a wall in the command center, away from everybody and keeping quiet. She was in no mood to talk to anyone. Her mind was buzzing with a volley of emotions. The most common was worry for Ben and fear that he was gone forever.

' _Don't tell yourself that, Arcee. Ben is strong. He's not going to die on us that easily. He's too stubborn for that'_ Arcee inwardly scolded.

Meanwhile, Optimus stepped forward, watching as Ratchet typed away at the terminal whilst Kevin did the same on one of the computers in the human center. "Ratchet, has there been any headway so far?"

Ratchet sighed. "None so far, Optimus. Whatever is shielding Vilgax's ship is as advanced as the Decepticons shielding, maybe more so".

Bumblebee glanced at Gwen's levitating form. _**"How come you can't just track his mana signature, Gwen?"**_

Gwen looked at 'Bee, her eyes still glowing pink. "I can't say for sure, 'Bee, but I think Vilgax may have some kind of energy shielding on his ship to block me from detecting Ben's mana".

There was a moment of silence in the room; the only noise came from Ratchet and Kevin's typing and the computers. Bulkhead was the first to break the unsettling calm. "I don't understand. Why did Ben leave the base in the first place? Knowing that Vilgax would capture him?"

Optimus replied, "I can assume that Vilgax blackmailed him into it somehow. Otherwise, Ben wouldn't have done something like that without at least having a backup plan."

Suddenly, the computer system started to bleep. Kevin concentrated on analysing the cause. Once he found it, his eyes widened exponentially. "Hey guys, I found him!"

Immediately, everyone in the room perked up and looked at the Osmosian with anticipation, especially Arcee. Gwen fell back to her feet as she ran to her boyfriend's side. Kevin typed a few more commands until Ben's location appeared on the big screen as a green dot. He appeared to be moving west over the Pacific Ocean.

"H-How did you…"Gwen's question was cut short.

"I was searching on all radio and tachyon burst frequencies when I stumbled upon this one" the raven-haired teen paused as he typed more input until an image of the Omnitrix symbol appeared by the moving dot. "It's the Omnitrix's SOS signal that can only be detected on a certain wavelength".

"But I thought Vilgax's ship was nearly untraceable" Bulkhead noted.

"From the outside, yes… but if signal were to be transmitted from the inside…" Gwen stopped, knowing that the others understood now.

"Ratchet, lock onto those coordinates!" Optimus ordered.

"About time," muttered Arcee as she proceeded to the groundbridge entrance.

"Hang on their Big Rig! We're coming with you. Ben's our friend and teammate" Kevin demanded.

Seeing the determination in the human-alien hybrids eyes, Optimus knew that telling them no was not an option. Besides, if Vilgax was as powerful as Team 10 described, then they would need all the help they could get. Optimus nodded.

When Ratchet pulled down the groundbridge lever the tunnel illuminated in a swirling vortex of green and white. Optimus got at the front with his Autobot subordinates, Kevin, and Gwen behind him.

"Autobots, let's rescue Ben!" The red and blue titan yelled as they charged forward.

' _Hang on Ben, I'm coming'_ Arcee thought.

* * *

 **Vilgax's Warship**

Ben arched his back, closed his eyes tightly, and clenched his teeth hard as red electricity coursed into this body. Despite the monumental amounts of pain he was feeling, he refused to cry out. Vilgax would not have that satisfaction. He groaned as he weakly lifted his head, shooting his archenemy a glare of daggers.

Ben's clothes were slightly torn and burnt in places while his body sustained a multiple bruises and cuts, courtesy of the Vilgax's beating from earlier and the electric torture. His breathing and heart rate had both increased. Ben wasn't sure how much he could take, but he would have to.

Vilgax growled in annoyance. **"Your suffering will endure even further if you don't tell me the code, Ben Tennyson!"**

Ben was silent for a short moment as he caught his breath. When he did, he stated, "Do what you want to me, squid face, but I'll die before I tell you the code. I won't put my friends and the Earth in danger like that".

The powerful being narrowed his cold, crimson eyes at the teen. Vilgax was beginning to realize that what he was doing was pointless. Tennyson will never cooperate to conventional methods. Luckily for Vilgax, he was resourceful and anything but conventional.

" **Yes…I believe you will. How noble of you,"** Vilgax spat the last part out. **"Very well, if I can't get you to talk through… conventional methods, then you leave me no other choice"** Vilgax paused as he turned his gaze to his robot minions standing post by the terminals around the table Ben was bounded to. **"Get us into orbit… and then ready the primary fusion cannon to fire at Earth. If I can't have the Omnitrix then at least I'll have the pleasure of destroying this pathetic world"** Vilgax threatened in a cold, sadistic tone.

Ben's eyes immediately widened from shock, horror, and anger. Vilgax would destroy an entire planet just to get back at him. "NO!"

Vilgax broke out into a fit of raspy laughter. The drones typed on their monitors and Ben could already feel the ship was rising higher. Ben struggled against his bindings but it was no use. He only hoped he stalled enough time for…

Suddenly, out of nowhere, a vortex of green and white appeared on the other side of the room. Vilgax instantly stopped laughing as he observed this phenomenon with confusion. All of a sudden, the large form of Optimus Prime stormed out of the portal and delivered a nasty right hook into Vilgax's face.

Vilgax grunted as he stumbled backwards into the opposite wall. Bulkhead, Bumblebee, and Arcee ran out next with their blasters ready. They quickly took out the robot drones manning the terminals before they could take any action. Kevin and Gwen were the last ones to jump out as the groundbridge closed.

Vilgax growled as he got to his feet and glared at Team Prime and 10 with a mix of anger and confusion. **"WHAT?!"**

Optimus shifted his right arm into a blaster and took aim at Vilgax, just as the other Autobots did. Gwen lite up her hands with powerful mana and wrapped Vilgax's entire body tightly with very strong mana tendrils. Vilgax fell to his knees, grunting as he struggled against the pink bindings.

Kevin leaped onto the table Ben was on, absorbed the metal, and tore off the restraints. The Osmosian teen offered the shape-shifter a hand, which he gladly accepted. Kevin helped support his friend as he brought Ben to his feet. Kevin noted his torn clothes and injuries. It only enraged him further to see his buddy hurt so bad.

"Ben, are you alright?" Arcee asked in concern, with her focus still on Vilgax though.

"Ugh…"grimaced Ben as he put on a small smile, "I'll live".

" **No! This can't be. My ship is undetectable from the outside! How could you have possibly found it?!"** Vilgax yelled.

Ben coughed, catching everyone's attention. He lifted up his head and smirked at the warlord. "Yeah, I believe that would be my handiwork." Ben pulled down his left sleeve, revealing the Omnitrix, which was blinking green. "You see right before I went through the groundbridge to those coordinates you sent me, I set the Omnitrix to send out an SOS". Ben paused as he steadily rose to his full height, without needing Kevin's help. His smirk only grew wider as he continued, "You didn't think I would give up that easily, did you Vilgy? I let you capture me so my friends could track me here… inside your ship… where we could all take you down".

Vilgax, the Autobots, Gwen, and Kevin all looked at Ben with wide eyes / optics. He had been planning this? He meant to let himself get captured, because he knew his friends would find him?

"That's a bold move, Ben" Kevin commented.

"And a stupid one! What were you thinking?!" Arcee reprimanded.

"Yeah, what if it didn't work? You'd still be being tortured by Vilgax!" Gwen added, but was still concentrating on keeping Vilgax restraint.

"Yes… it was bold and stupid. But there was no time. I had to go with what my gut told me. Besides, it worked didn't it?" Ben mentioned.

The others were silent, knowing that Ben had a point. Even though Optimus didn't necessarily agree with what Ben did, he did find it admirable and brave that he would do such a thing. Arcee, on the other hand, wanted to slap him upside the head for scaring her so much. She would be sure to do that after all this.

" **Clever, Tennyson, but still premature,"** rasped Vilgax. **"You haven't won yet".**

' _I feel like I've heard that line before'_ Ben mused.

"Dude, who are you kidding? You don't realize when you're outmatched?" Ben stated with a grin as he motioned toward everyone.

Vilgax's glare intensified. **"Apparently… neither do you".**

Without warning, the cylinders in Vilgax's arms glowed violet and pumped a super-enhancement serum into his body. The veins in his arms began to pop out as his muscles grew bigger. With a mighty roar, Vilgax broke through Gwen's mana tendrils, causing her to fall back from shock.

Bulkhead and Bumblebee rushed forward, firing an onslaught of blasts at him; however, the Energon blasts did nothing to harm Vilgax. As he stood up, his eyes illuminated a bright red, and suddenly, two beams of scarlet shot of his eyes. One beam hit Bulk while the other hit Bee, sending Bulk into the wall and Bee into Optimus.

Ben quickly sprang into action as he activated the Omnitrix and slammed the dial down. In the wake of the emerald flash stood a seven-foot-tall humanoid comprised of green, plant-like material. His face was black while red, orange, and yellow petals aligned his face, giving it the appearance of fire.

" **Swampfire,"** He shouted in a deep, nasally voice.

Ben felt his injuries immediately heal and his body refilled with new energy. Swampfire leaped off the table and straight at Vilgax, intending to punch him in the face. However, the green warrior was quick to see this and backhanded the Methanosian into the wall with a loud thud. Arcee fired countless rounds at Vilgax, which didn't hurt him at all; in fact, it only angered him more.

Kevin, with his body coated in black metal, jumped at Vilgax and sent a right hook into his face. The Osmosian teen held onto his tentacles and continued hitting the warrior relentlessly. Vilgax grew tired of it and grabbed Kevin around his waist and threw him into Gwen, who was quick enough to catch Kevin with her mana.

Vilgax stomped toward them and Arcee, a malign look in his eyes. Speaking of his eyes, they were glowing a bright red like before. However, before Vilgax could use his thermal optic attack, Optimus Prime recovered and engaged him. The red and blue titan sent a right and left hook into his face, one in his stomach, and lifted up his leg and kicked Vilgax straight through the wall.

Optimus and Bulkhead both ran through the hole in the wall, the later with his mace deployed. The others were about to assist until Swampfire picked himself up and ran to Gwen, Kevin, Arcee, and Bee.

"Ben, please tell me you had thought this through" Gwen said.

"Uhh," Swampfire rubbed his neck sheepishly as he admitted, "At first, not really. I thought with all of us here we could take down Vilgax together. But he looks even stronger than before. But that's beside the point, before you guys got here; he said he's going to shoot Earth with his ship's fusion cannon".

Kevin's expression became more alarmed. "A blast that powerful could literally destroy the planet!"

"Exactly, which is why we have to take down this ship!" Swampfire replied.

" _ **How we do that though?"**_ Bumblebee whirred.

"Yeah, this vessel is pretty huge" Arcee added.

"I have an idea." Kevin offered, catching their attention. "The power core room. If I can get there, I can reverse the polarity of the fusion core, which will-"

"Divert all the ship's power in on itself, causing it to implode" Gwen finished.

"Good idea, Kevin" Ben complimented. "But that part of the ship will be heavily guarded, which means you'll need backup," He paused as he looked at his cousin and Arcee and Bee. "Gwen, Arcee, and Bee, go with Kevin and get to the power core. Watch each other's backs".

"W-what about you?" Arcee implied.

Swampfire turned to the hole in the wall. It led into a large corridor of the ship, where he could hear fighting and Vilgax's battle cries. No way could he leave those two to handle Vilgax. True Optimus and Bulkhead were no pushovers, but Vilgax having his new body enhancements meant won't last long against him.

"I'm going to stay with Optimus and Bulkhead and keep squid face preoccupied" Ben answered.

"B-Ben…" Arcee stuttered. After seeing that Vilgax character she certainly didn't feel comfortable leaving her partner to fight him.

"There's no time to argue, 'Cee. You guys have gotta get to power core room now!" Ben stated with a firm tone.

They nodded their heads. Arcee and Bee deployed their blasters whilst Kevin and Gwen ran out of the room first through the door. Arcee looked back one more time at Ben, who gave her a reassuring wink. She smiled before storming down the hallway with the others.

With them gone, Ben refocused on his old archenemy. The Methanosian sprinted through the massive hole in the wall and into a large, dim lite hallway. Just in time to see Bulkhead thrown into the side of the corridor and hit the floor with a loud thud. The floor and walls all dented where he collided.

Swampfire ran to the wrecker's side to see if he was okay. "Bulkhead, you okay?"

"Ugh," the green Autobot groaned as he rubbed his helm "Yeah, but that thing sure packs a punch".

"Well then, we're in luck… because so do I" the teen commented.

He lifted up his hand and slapped the Omnitrix dial. An emerald flash consumed the corridor, causing Bulkhead to cover his optics. When the light disappeared, standing in Swampfire's place was a twelve-foot-tall dinosaur-like humanoid. It's rough, reptilian skin was dark brown and had a beige underbelly.

" **Humungousaur,"**

Down the hall, Optimus had both of his blades deployed and was slashing crazy at Vilgax. However, the warlord was quick to block his attacks with the Shield of Ziegel or with his own arms, which only sustained minor scratches from the hits. Finally, Vilgax slammed his shield into Optimus and then kicked him in the gut, sending him flying down the hall at Bulkhead and Humungousaur's feet.

Humungousaur went to Optimus's side and was relieved to see he was not badly injured. Nevertheless, the Vaxasaurian growled in fury. Nobody hurt his friends and went unpunished. Vilgax casually walked down the hall and stopped meters away from them. His forty-foot-tall figure with bulging muscles and hideous appearance made Vilgax more intimidating. His cold, bloodlust eyes still shined with malice.

As he got closer, Humungousaur increased his size from twelve feet to forty feet. Stegosaur-like spikes stuck out from his back as his muscles grew bigger and more rigid.

" **Is that all your pitiful robotic allies can throw at me?"** The warrior inquired mockingly **"I'm just getting warmed up".**

Humungousaur snarled. "They're a lot stronger than you'll ever be, but if you want a fight, I'll give you a fight, tentacles! Time to go Ultimate!"

Ben slammed his hand on the Omnitrix disk once more. Around the Omnitrix, four long veiny spikes ejected out into his chest. As the green light encompassed his body, he began to evolve. He retained his forty-foot height while his skin became green and gained a dark blue shell over his shoulders, back and chest. On the sides of his now blue chest were three holes. Along his spine was a single row of brown spikes, which could also be seen extending out over shoulder pads and from his elbows. The skin around his elbows, thighs and lower legs left metallic tubes exposed and metallic veins could be seen branching over his body. His fingernails were replaced his sharp claws while his four knuckles gained silver barrels. His head now gained a protective helmet / armour that had two dark blue spikes extending down with two smaller ones that extended out from just above his eyes, and a rhino-like horn extending just above his nostrils that was the same colour as the other spikes. There were two smaller horns that ran down the silver part of his helmet. Also extending out from the silver part of his helmet were five brown spikes that produced a star-like pattern when looked at head on. His eyes were indented further into his head, being surrounded by pale red skin. His mouth consisted of the beak on his mask and a more pronounced lower jaw, with had a large yellow fang on each side and four small skin-coloured teeth in between. There were three gill-like holes on each side of the silver part of his helmet. His tail kept the mace but was also now dark blue and had silver spikes extending from it.

" **Ultimate Humungousaur,"** Ben roared. "Okay Vilgax," he tightened his hands into fists as he got ready to attack. "Let's finish this!"

Vilgax scowled in indignation before he let out a battle cry, rushing forward. Ultimate Humungousaur let out his own roar as he charged him with his fist reared back. When they closed the distance, Ultimate Humungousaur punched Vilgax in the jaw whilst Vilgax delivered a right hook into Ben's face.

The force of the impacts caused both of them to skid back, and a shockwave to echo across the ship. When they regained their bearings, they snarled at each other once more before reengaging their epic fight.

…

Arcee screamed as she sliced off the head of another battle droid, letting out all of her pent-up frustration. It turned out Ben was right; on their way to the power core they had encountered a lot of resistance from Vilgax's robots. However, they were nothing special, and like Vehicons, they were more expendable then dependable.

While Arcee used a more direct approach, Bumblebee took aim at the nearest drones and blasted them in the chassis or head. Gwen was in the air, standing on a mana panel and was bombarding her fraction of the drones with mana disks, which appeared to cut them up good. Kevin, like Arcee, was going with the direct approach. His body was coated in yellow metal, absorbed from Bumblebee, and the Osmosian was slicing off heads and appendages with his morphed katana arm.

The four alien fighters continued down the corridors, fighting and destroying any obstacle in their way. After a few moments, and taking out at least a hundred drones, the group reached a large door. Kevin knew that this was it. He had studied in designs of starships long enough to know where the power cores were typically located.

Arcee and Gwen both stood back as Kevin and Bee slammed their fists into the door, blasting it off its hinges. When the steel doors slammed onto the floor, the group jogged into a massive, circular room. In the center was a cylinder that stretched from the floor to the ceiling. An apparatus of wires and pipes lined the structure. But in the middle of the contraption was a clear porthole with yellow light gleaming out of it. This was indeed the fusion power core.

Kevin and Gwen ran to the terminal / monitor stations that circled the large cylinder with Arcee and Bee behind them.

" _ **Well, we're here. Now what?"**_ Bee asked.

"Now we let Kevin work his magic and reverse the polarity of the core, which should cause the entire ship to implode" Gwen answered.

" _An ingenious plan,"_ a cold, monotone voice spoke out. Suddenly, appearing out the shadows was a human-sized drone that was mostly orange but had a black 'X' on its chest. The Alpha-Drone's emotionless optics starred at the two Bots and two human-alien hybrids. The formers had already primed their weapons and aimed at the drone, whilst Gwen pointed her mana-glowing palm at it too. _"But ultimately futile"_.

Out of nowhere, the priming of more weapons caught the group's attention. Stepping out of the shadows was at least two dozen Gigantoids with their wrist blasters aimed at them.

"Scrap," Arcee cursed, knowing their predicament was not good.

" _You should know better than to defy the will of our lord and master. For your insolence you will pay with your…"_

Without warning, the drone's boasting was cut short as the entire ship shook, causing all of them to stumble to catch their balance. Seeing a golden opportunity, Arcee took aim and fired at the drones, shooting down a few. The blue femme then shifted her arms back into servos before unsheathing her wrist blades and jumping into action. Bumblebee followed her example and engaged the drones while they were distracted, switching between shooting their heads off and punching their heads off.

As Kevin and Gwen got back to his feet, the later inquired, "I wonder what that was?"

"If I had to guess I would say it was Tennyson" He then switched subject. "Listen, help Arcee and Bumblebee and take those walking trash cans down. I gotta stay here!"

Gwen nodded in understanding. She summoned a mana panel, stepped on it, and lifted herself into the air. Once she was above the battle field, she let loose a folly of mana blasts at the drones. Wrecked corpses and red liquid spilled across the room as he beat-down continued.

While the two Autobots and Anodite fought the mindless, battle drones, Kevin worked frantically at the terminal, inputting all the codes to override the system and switch the polarity of the core. However, looking through the shadows was a pair of orange optics. It analysed the scene and focused its attention on the half-Osmosian at the power core terminal. The Alpha-Drone knew what Kevin was planning to do and wouldn't let that happen.

…

Vilgax roared as he threw another punch at his adversary. Ultimate Humungousaur, though, caught the punch and reared back his right fist, slamming it into Vilgax's chest. The attack sent him careening backwards until he crashed through another wall. The fight area between the two titans had basically destroyed all the walls lining the corridor and turned it into a big, wrecked room with debris all over the floor.

Ben panted heavily. He wasn't going to lie; this fight was taking a lot out of him. He put nearly all his strength into every punch, due to Vilgax's enhancements, and every blow he received from the green tyrant was very painful. This was a surprise to Ben, he never felt pain as Ultimate Humungousaur before. Despite the pain, he can't falter now, not with his friends and the Earth in danger.

"Had enough?" Ben asked, starring at the newest hole in the wall.

A pair of red orbs shined through the dust and darkness. Suddenly, a pair of scarlet beams struck Ultimate Humungousaur in the chest. The thermal rays were so powerful it lifted the hyper-evolved Vaxasaurian off his feet, crashing across the roof, and finally rolling down the long hallway. When Ultimate Humungousaur came to a stop on his back, he groaned as he rolled over and steadily got stood up - only to see the enraged form of Vilgax charging at him again.

Ben swiftly shifted both of his hands into bio-cannons, with four barrels around the edge and fifth in the middle, and fired a barrage of unstable bone fragments at Vilgax. The green warrior was unprepared as the projectiles struck him and sent him stumbling back toward Optimus and Bulkhead.

Meanwhile, a minute prior, Optimus gets back to his large metal feet and comes to Bulkhead's side. He helps the green 'Bot to his feet, both of them were shaken up from the hits they took. This Vilgax was a lot stronger than they previously anticipated; another reason why not to judge your opponent before engaging them in battle.

"Bulkhead, are you alright?" Optimus said with concern.

"Y-y-yeah…I'm okay. This guy can dish out a lot of pain, I'll give him that" Bulkhead replied.

"Ben himself is not making any headway against Vilgax, even with one of his Ultimate Forms" Optimus added.

Optimus had recalled Ben once telling Team Prime about the forms that he called the 'Ultimates', they were hyper-evolved forms and his most powerful transformations. To see the ultimate form of Humungousaur not making any progress with Vilgax was not a comforting sight.

The sounds of cannon fire caught the two, heavy hitter Autobots attention. They looked ahead to see Vilgax getting blasted towards them from missiles, firing out of Ultimate Humungousaur's hands! Seeing an opening, Bulkhead shifted his servo into a mace and rushed forward. Vilgax turned his body around in an attempt to catch his balance; however, he was met in the face with Bulkhead's wrecking ball.

Vilgax hissed as the force sent him backwards again. Ultimate Humungousaur rushed forward and punched the green, steroid-enhanced warrior again. When he got in Optimus's range, the Autobot leader delivered a powerful leg swipe into Vilgax's face. The trio continued their offense onslaught, sending him back-to-back-to-back.

Cuts and bruises were becoming more evident on his body after each passing blow. Finally, Vilgax's fury reached boiling hot levels as he caught his balance in the center of the trio. **"ENOUGH!"**

Bulkhead charged forward with his mace reared back. Vilgax, however, anticipated this move and caught his mace, spun him around, and threw him straight into Ultimate Humungousaur – causing both brutes to go sprawling backwards. Vilgax was then caught off guard by a surprised punch, courtesy of Optimus.

The green warrior hit the wall behind hard. He snarled outwardly, his pique growing even stronger. When Optimus rushed forward to deliver another offense, Vilgax mentally commanded his steroid-boosters to enhance his strength. Sure enough, his arms became bulkier as his veins popped out even more. Vilgax swiftly caught Optimus's punch with one hand and then kicked him back hard!

The Autobot leader went crashing through the wall. Vilgax was about to engage the red and blue metal titan further but was tackled by Ultimate Humungousaur. Bulkhead, in the meantime, went to his leader's aid. Meanwhile, Ben forced Vilgax to the ground and started throwing punch after punch into his enemy's face; each hit shook the ship and began to leave a large dent in the floor.

Despite his enhancements, the ex-dictator felt every hit from the hyper-evolved Vaxasaurian and it only enraged him further. His red eyes glowed brighter as he glared at Ben. The second the teen hero figured out what he was doing it was too late as a pair or red, thermal rays struck him in the chest.

The blasts were strong enough to blow Ultimate Humungousaur off of Vilgax and roll across the floor. Ben groaned as he shakily returned to his elephantine-like feet. At the same time Vilgax stood back up as well. The Omnitrix bearer was shocked to see that his hits haven't really harmed Vilgax, only make him madder.

" **I've had enough of this. Computer, as soon as the ship is in orbit, commence fusion cannon firing sequence"** Vilgax ordered, a twisted smile forming behind his mask.

"NO!" Ben roared as he charged forward.

" **Too late Tennyson,"**

Ultimate Humungousaur reared back his fist, intending to punch Vilgax's lights out. However, the warlord was quick to dodge the attack and send an uppercut into Ben's gut. The power behind the blow even made Ben in his current form to spit up green blood. While in mid-air, Vilgax lifted up his leg and kicked him hard enough to send Ultimate Humungousaur flying down the corridor.

Optimus and Bulkhead came out long enough to see their comrade careening down the hallway. Ultimate Humungousaur bounced across the floor before coming to a roll on his back. At that moment, Ben lost consciousness. His form was engulfed with green light turning him to his normal Vaxasaurian form and then back to his human form, lying in the big dent in the floor his body had made.

The Prime and wrecker both turned their attention to Vilgax, who was walking down the hall with an evil, superior aura surrounding him; an aura that Optimus found strikingly similar to Megatron's.

"Bulkhead, provide assistance to Ben," Optimus commanded. "I shall keep Vilgax at bay for as long as I can".

The green wrecker didn't argue with Optimus and ran in the general direction where Ben was. Vilgax stopped meters from Optimus. The leader of the Autobots stood proud and tall blocking Vilgax's path. Scraps and gashes were scattered across Optimus's armour, but nothing too serious. Both glared at each other intensely.

" **I have bested Ben Tennyson. What hope do you have, machine?"** Vilgax gloated.

"My name is Optimus Prime, and I will sacrifice my spark before I allow you to harm my fellow comrades or this planet" He vowed.

The squid faced warrior sneered. **"How noble of you, just like Tennyson… which is why you shall share the same fate as him".**

Vilgax let out a battle roar as he charged full steam at Optimus. The Autobot leader did the same and both exchanged fists. The fight between the Ex-conquer of Ten Worlds and the Last of the Primes had been reengaged!

…

Kevin typed hastily but carefully on the keyboard as Arcee, Bumblebee, and Gwen fought off the battle drones behind him. He was bypassing the firewalls in order to sabotage the fusion core. He had just gotten past two firewalls and was on the last one; however, this one was much more encrypted than the previous two. But Kevin knew it wasn't out of his talents and that he could break through.

Suddenly, just as Kevin was inputting the final set of codes, the Alpha-Drone jumped out of the shadows to his right. It held up its wrist blaster and fired! Kevin was quick enough to dodge the attack; unfortunately, the computer controls were reduced to scrap. The Osmosian's eyes widened from horror.

"NO!"

" _Now that the controls are destroyed, you have failed. Vilgax will reign supreme!"_ The drone exclaimed.

Kevin, who was still covered in Bumblebee's armour, morphed his right hand into a spiked mace. "Keep dreaming, tin head!"

He charged forward, but was not ready for the thermal blast that shot out of the robot's optics. The heat ray was so strong it sent Kevin careening back until he hit the wall. He fell down with a thud, nearly unconscious, his armour fading away. The Alpha-Drone leisurely walked to Kevin, who was steadily getting on his hands and knees.

As soon as the orange automaton got within a meter, it aimed its weapon at Kevin's head point range.

" _Like all of the master's adversaries, you shall crumble before his might"_ The drone asserted as its weapon primed.

However, just before the drone could fire, a pink disk sliced its head off. The decapitated metal form fell to the floor, reddish-orange liquid leaking from its neck component. Kevin looked up to see Gwen running to him on a set mana panels. She lowered herself by his side and helped him to his feet.

"Kevin, are you okay?"

He rubbed his aching head. "I'm peachy, but we got bigger problems" he then pointed to the destroyed computer console.

Gwen's eyes widened from the wreckage. "Oh no. How are we going to take the ship down now?"

"Hi-Yah!" Arcee screamed as she decapitated the last standing drone.

The blue Autobot and yellow scout were a bit beat after taking on so many drones, but they could still fight if need be. Arcee then saw Kevin and Gwen on the other side of the room, with alarmed looks on their faces. She was about to ask them why until she saw for herself. The controls to the core were scrapped.

"Scrap," Arcee cursed.

" _ **You can say that again. What do we do now? We can't just use brute force to break it; it'll probably make it worse"**_ Bee noted.

"You're right, Bee." Gwen stated as she and Kevin walked to Arcee and Bumblebee. "Regardless though, we've got to destroy this ship before Vilgax fires the fusion cannon".

"How do we do that?" Arcee asked.

They were silent for a moment, each contemplating on an idea; however, only Kevin was able to think of one. "I know something that could do the trick" Kevin admitted.

The three looked at him with anxious miens. "Well?" inquired Gwen.

"I'll explain later, but first," Kevin turned his attention to Arcee and Bumblebee, "would one of you mind calling Ratch' for a bridge? I've got pick up something back at base".

…

Optimus performed a two punch-kick combo sending Vilgax crashing straight through the wall. The Prime was not holding back and gave everything he had. Optimus rushed through the hole in time to send an uppercut into Vilgax's chin, sending him flying into the center of the large room. He deployed his blades as he charged at him.

He lifted back his right sword, preparing to bring it down on his head. But a golden dome, emitting from the gauntlet on his arm stopped the blade. Vilgax pushed Optimus back, sliding on his feet. The warlord concentrated on the Autobot, and projected two thermal beams from his eyes.

Optimus was quick to react to this and dodged to the side. As Vilgax continued firing optic rays, the Prime charged at him again, deflecting his blasts with his blades. Vilgax stood up, waited, and blocked Optimus's strike with his shield. He then reared back and sent a wicked punch into the Autobot's abdomen, throwing Optimus off his feet and through the already ruined wall of the room.

Optimus crashed outside into the battered hallway, lying on his front side. Sparks flew out from his joints as he coughed up a bit of Energon underneath his mask. The last time the Prime could remember being in this kind of condition in a fight was against Megatron. In a way, both Vilgax and Megatron were similar. They were both strong, evil, and had their own personal vendetta.

Vilgax strolled over to Optimus, who was still struggling to get up, but his damaged systems just couldn't comply. The warlord then summoned his flaming red and yellow sword from subspace, lifted it over his head, intending to bring it down on Optimus.

" **Consider this my way of being merciful; an instant death"** Vilgax rasped.

A couple minutes earlier, Bulkhead rushed to Ben, who was now awakening from unconsciousness. A painful groan escaped from his throat as he sat up, his body and head throbbing in pain. He looked to see he was in a large dent in the floor. His attention was then grabbed by Bulkhead, who came to his side.

Bulkhead had scratches and dents all over his body, Energon leaking in some places. Ben felt bad for his condition. This was his idea to bring his team and Team Prime here. He thought with all of them here, they could defeat Vilgax. However, true to his word, Vilgax had gotten much stronger and nearly invincible. Hell, even Ultimate Humungousaur couldn't beat him! Ben was thinking on an alien in his arsenal that could possibly beat this new Vilgax.

"Ben, you feeling okay?" The green wrecker said with concern, kneeling down.

The teen hero held his aching head and groaned before turning his gaze to Bulk. "I'll live. Where's Optimus?"

Before Bulkhead could respond, a loud crash interrupted him as Optimus went flying through a wall and into the hallway. His body was damaged just as badly as Bulkhead's and he appeared to be in more pain. After seeing this, Ben's expression became alarmed as he instantly felt a rush of energy and stood up. His legs almost faltered beneath him, but he didn't go down. The brunette activated the Omnitrix and, without searching for an alien, he slammed down the dial.

The usual emerald light consumed Ben's body. When it died down, standing in his place was a forty-foot-tall Cybertronian mech, whose primary colour was white with black and green highlights. On the car doors on his back were acidic green number 10's. The Omnitrix symbol was positioned on his chassis.

" **Skidmark,"** His voice sounded the same, but with metallic undertone.

Skidmark and Bulkhead watched as Vilgax stepped out of the other room, pulled his flaming sword out of subspace, and held it over Optimus!

Ben gasped in shock. "C'mon! We gotta save Optimus!"

The human turned Cybertronian and the green wrecker deployed their blasters and raced forward, taking aim and shot a bombardment of energy blasts at Vilgax. Though the blasts didn't really harm the green warrior, it did distract him from killing Optimus. Vilgax glared at them and snarled in hatred.

He reared back his sword and released a way of red and yellow, flaming energy at the duo. Skidmark and Bulk both stopped dead in their tracks, the former was quick to go into defensive mode. He activated his Energon shield and made it to where it would protect him and Bulkhead.

"Stay behind me!" Ben yelled, just as the energy wave hit the emerald shield.

The force from the hit made Skidmark slide back and into Bulkhead. The heavy hitter almost fell back before he caught his balance. Ben's optics widened when Vilgax appeared in front of him and brought his blade down. Luckily, the white Cybertronian was quick to bring up his shield and stop the attack.

Skidmark let out a battle cry as he pushed Vilgax back and put all his strength into a single punch to his face. The steroid-enhanced warrior stumbled back a few steps, his head crooked at an odd angle. To Ben's shock and disgust, Vilgax spun his head back in place, hearing popping noises too.

"Uhh," If Ben were an anime, sweat drops would be falling down his face. "Okay, that was creepy".

Vilgax yelled as he charged again, rearing back his sword. Ben blocked the attack with his shield once more; however, the sheer force dented the floor underneath Skidmark's feet. The white Autobot jumped in the air and delivered a roundhouse kick into Vilgax's chest. The strength of the kick caused him to stumble a bit, but he quickly caught his balance.

Skidmark bent his knees and leaped at Vilgax again, intending to send another powerful punch. The green warlord was quick to respond as he swiftly caught Skidmark's fist. Vilgax then brought Ben closer to his evil red eyes.

" **Foolish child,"** He hissed. Vilgax then pulled his arm down and threw Skidmark through the ceiling with so much force that he went through four upward levels. Before he proceeded to follow, he stared down at Optimus and Bulkhead, who were getting back to their feet and had deployed their weapons. Vilgax snarled, annoyed by their persistence. " **I don't have the time to fool with you two"** Vilgax commented. He pressed a few buttons on the digital-keyboard interface on his right forearm.

Suddenly, a white flash engulfed the room. When it died away, standing in the ruined hallway were nearly two dozen, extra Gigantoids that Vilgax kept in storage. Their orange optics came online as they honed in on Optimus and Bulkhead, labelling them as threats.

" **Besides, you have problems of your own"** After that, Vilgax flew through the open hole in the ceiling that went through about four floors.

Optimus and Bulkhead looked at each other, realizing that their comrade was on his own, against a very powerful adversary.

…

Arcee, Bumblebee, and Gwen waited impatiently in the power core room, waiting for Kevin to return from Autobot Outpost from picking up whatever he was talking about. The trio was all feeling anxious. The ship was almost in orbit, and they could feel the machine containing the fusion core inside growing hotter. That meant only one thing: the fusion cannon was preparing to fire.

"C'mon, Kev… what's taking so long?" Gwen muttered.

" _ **It's only been a couple minutes, Gwen"**_ Bee pointed out.

"Doesn't matter Bee, time is of the essence right now." Arcee retorted for Gwen.

Right on cue, a vortex of emerald and white swirled into existence before in front of them. Kevin stepped out of the portal, his whole right arm wrapped around a five-foot-long, three-foot-wide silver cylinder. In the middle was a clear, porthole that had lustrous white light shining out of it. In his other hand was a red tool box.

Gwen's brow cocked as confusion swept her face and Arcee and Bee's.

"Kevin is that the…"

"Quantum Drive power core, yeah it is" Kevin finished for Gwen.

"Looks better than the last time I saw it. But what do you plan to do with it?" Arcee inquired, putting a servo on her hip.

As the portal closed behind him, he explained, "It looks better because I've been devoting any spare time, I have to repairing it. As for why it's here…"

"Wait!" Gwen shouted, realization beginning to hit her. "Kevin, are you telling me you're about to…"

"I'm going to reverse the energy output on this device onto itself. With that, added to the fusion core there, it will result in the entire ship being sucked into a singularity" Kevin concluded as he walked to the ruined, control console by the core.

"Like a black-hole," Arcee summarized.

"Think you can do that in the limited time we have left?" asked Gwen.

"Ha! Are you kidding?" The Osmosian looked back and shot her a confident smirk. "Of course, I can do it!"

Kevin immediately opened a panel on the cylinder, revealing an apparatus of alien circuitry. As he worked, a thought crossed Arcee's mind.

"Wait, I thought you guys said you would need that to get home someday?" the blue femme enquired, cocking a metal brow.

Kevin then paused as if he were absorbing that information and processing it. He sighed as he looked back with an almost deflated expression. "Yeah, it could be. But that's not important; right now, what matters is saving the Earth from destruction".

Arcee and Bee looked at each other, feeling kind of bad for their friends. They were willing to give up their only possibly way of returning home just to save a world that wasn't even theirs. It was very admirable. Everyone was silent as Kevin resumed his work altering the Q.D. core.

…

Skidmark grunted painfully when his back slammed through another ceiling. After four times, he finally came to a stop as he fell to the floor right by the hole he had made in the floor. The human turned Cybertronian rolled away from the gaping hole and steadily rose to his feet, his knee joints shaking. His armour now had scratches and dents in various places.

Ben looked around; he observed that he was in a very large, rectangular room that appeared to be a computer room. It looked to be three-hundred-feet-long, one-hundred-feet-wide, and one- hundred feet to the ceiling. He wondered why a computer room would need to be so big. Large consoles and screens were lined up on all of the walls. Red codes ran across the monitors at lightning speeds. Ben realized these consoles must be the hard-drive for the A.I. computer.

With a bit of Energon trickling from his mouth, he lifted up his helm, only to see the form of Vilgax fly through the hole. His feet touched the floor with a thud, only thirty yards separated the two beings. They both glared at each other, Vilgax shooting malign glares while Ben's only portrayed determination.

" **It's time we finished what we started all those years ago,"** Vilgax declared. **"There's only two ways this is going to end, Ben Tennyson, either you die... or I do"** He held up his huge sword in a battle-ready position, deadly crimson and yellow flames dancing off the blade.

Skidmark's green optics narrowed. He knew that Vilgax was right. He had thrown Vilgax into space twice, defeated him in an arena, blew him up in the ocean, and sent him to Null Void countless times. If he didn't finish Vilgax for good this time, then he would only come back stronger and more vengeful.

"If that's how it is has to go down…then so be it" Ben spread his feet and got in a fighting position, similar to the style Arcee taught him.

" **Even if you did summon the guts to kill me, you don't possess the power to do it"** Vilgax mocked with ferocity.

To Vilgax's surprise and confusion, a smirk appeared on Skidmark's facial plate as did a mischievous glint in his emerald optics. "Maybe not me… but I think I might know something that can".

Ben slapped the Omnitrix dial again. Four spikes popped out of the disk rim as another emerald light enveloped his body. When the light died way, standing in Skidmark's place was a completely different being.

When the light died way, standing in Skidmark's place was a completely different mech. His size had increased to seventy-feet-tall and his body had taken an interesting change. His upper body was bulky and slimmed down at the legs. He was covered in thick armour that was black as night, which was separated by seams at joint areas. Underneath the seams in his ankle, knee, elbow, and neck areas was silver cabling that wrapped around each other; like the tendons that made up muscles. The armour plating on his knees and the two spikes that extended outward from his shoulders were both a dull emerald. His mouth had disappeared and his facial plate was now smooth and more rigid and masculine. Displayed from his forehead was an intricate-designed, silver crown-like crest with the Omnitrix symbol in the center. At the top of his head was bulb that illuminated the neon-green Omnitrix light from behind the crest.

" **Ultimate Skidmark,"** Ben shouted, clenching his giant fists.

He stared down at Vilgax with renewed fire in his emerald optics. His voice had become a deeper, courageous - sounding voice, similar to that of Optimus Prime.

Vilgax snarled at this new bigger transformation as his grip tightened around his sword's handle. The cylinders on his arms shined violent again as his body size increased to seventy feet to match Ultimate Skidmark's. Along with it, the bloodlust in his eyes intensified as well.

" **I swear you will be nothing but a scrap pile when I through with you!"** Vilgax roared, charging forward with his sword reared back.

Information of his abilities raced across Ben's optics, and to his shock, he was able to process it all at once. He figured that reading and processing information at super speeds was one of the perks of being a hyper-evolved Cybertronian. Amongst the cluster of newly acquired abilities, one struck out to Ben that made would have made smirk grow bigger if he still had a mouth.

He stood stationary, waiting for the right moment. As soon as Vilgax got within ten yards, his flaming sword lifted over his head, a blinding blueish-green and white light engulfed Ultimate Skidmark's form. Vilgax brought down the sword, but to his shock, it only cut it into the floor. His opponent had vanished!

He pulled out his weapon and looked around, scanning the room for any sign of Ben but saw none. **"Tennyson, where are -"**

Suddenly, the same blueish-green and white light appeared, and before Vilgax knew it, Ultimate Skidmark stood before him. Before the green warrior could react, the hyper-evolved Cybertronian reared back and punched Vilgax dead center in the face. The blow sent him soaring across the room and straight through the wall.

This time, unlike with Ben's previous transformations, Vilgax felt pain. This new form, this Ultimate Skidmark, was magnitudes stronger than the previous one and the two Vaxasaurian forms. A confident grin adorned the teen hero's facial plate as he stared at the hole in the wall.

"Instant groundbridging, pretty cool. Wouldn't you agree, Squidface?" Ultimate Skidmark taunted.

Vilgax sprinted through the hole with his blade ready, yelling and rage coursing around him. The black Cybertronian summoned a green, dome-shaped energy shield that protected his whole front side right in the nick of time. The loud clang was made from the contact, his shield not faltering one bit. Ben then recalled another new ability he gained and focused on it.

All of a sudden, a green mist materialized out his right servo and extended forward. The vapours took shape of a sword before hardening into super strong, green crystal. When it finished, in Ultimate Skidmark's grip was a thirty-foot-long medieval style sword, comprised of emerald crystal-like material.

Vilgax's brow cocked in slight shock, but immediately passed it off before rearing back for another attack. Ultimate Skidmark deactivated the shield and swung his new blade to block his opponent's attack. When the green, crystal-like blade collided with the red and yellow flaming one, the latter shattered like glass.

This time, Vilgax's eyes had widened from shock. _'How can this be?!'_ Vilgax thought. _'This sword's strength was on par with Taydenite and he broke it like it was nothing!'_

While he was distracted, Ultimate Skidmark swung back his sword and slashed in diagonally across Vilgax's armoured chest. The squid faced warrior slid halfway across the room, hissing in pain from the large gash in his armour. The rage in his eyes only increased as he charged forward, letting loose a battle cry.

Seeing as his adversary was without a sword, Ben decided to play fair. His crystal-like sword dissolved into vapor before it disappeared. He then got in a fighting stance, readying himself for the incoming form of Vilgax. The ex-conquer reared back his green fist and aimed it at Ben's face.

However, to Vilgax's shock, Ultimate Skidmark easily caught the punch in his left servo. Clenching his sharp teeth in anger, Vilgax tried to punch him with his other arm, only for Ben to catch that attack as well. Vilgax pushed against his foe with all his might; remarkably, Ultimate Skidmark stood there holding his ground without falter.

Ben then forced his spiked-right knee into Vilgax's abdomen, causing him to hunch over in pain. Taking his opportunity, Ultimate Skidmark let go of one of his fists, spun Vilgax 180, and delivered a powerful knee to Vilgax's back. A small shockwave was created as Vilgax went careening forward, head first, into the wall again.

Like before, he got, albeit a little shaky in his knees; in addition, he had a prominent gash on his chest and black and blue marks on his face. An enraged growl emanated from the depths of Vilgax's throats; much like an angry predator.

Vilgax bent his knees and launched himself forward. His flying abilities took hold as he soared toward Ultimate Skidmark, already flying close to the ceiling. The warrior decided to use his advantage of flight against the hyper-evolved Cybertronian and shoot down rays from his eyes.

Ben, however, figured out what Vilgax was planning to do and put his own plan into action. Ultimate Skidmark jumped high, flying higher to meet Vilgax in the center of the room. Vilgax's eyes widened when he observed Ben wasn't losing height. It was then he realized that Ultimate Skidmark could fly!

Just meters away from colliding with each other in the center of the room, another blueish-green and white flash consumed Ben's body. It then reappeared under Vilgax's flying form with Ultimate Skidmark emerging and delivering a punch into his torso. The pure strength behind it sent Vilgax sprawling through the ceiling, the ship's bulkhead, and out into space!

As the room began to depressurize, Ultimate Skidmark held out his arms and flew outside. He saw that the ship was now reaching low orbit. The Earth looked very beautiful with the masses of white clouds, oceans, and land almost a hundred miles beneath them. It made Ben sick to think that Vilgax would want to destroy it.

He flew away from the Earth at incredible speeds into the dark void of space. In the distance, he could see Vilgax regaining control and flying back at him. Both strong beings reared back their arms and exchanged blows into the heads. As a result, Ultimate Skidmark and Vilgax went flying back; however, Ben was able to quickly regain control and stop.

Another black bruise was left on Vilgax's green face; to come with it came immense waves of pain. However, to Ben's own shock, he felt nothing; in fact, Vilgax's punch felt like a mosquito biting him if he were human. This indeed shocked both parties to how strong and invulnerable this new transformation was.

In response, Vilgax growled once again, his anger already surpassing the boiling point. He shot out at Ultimate Skidmark again at fast speeds. Ben's optics honed in on him though and he quickly jumped into action by shooting forward himself. But just before they could exchange blows once more, U. Skidmark vanished in a flash of blueish-green and white again.

He reappeared above him, a huge, green crystal-like hammer in his grasp. With a shout, Ben brought the weapon down on top of Vilgax, sending him colliding into the top of his ship. The hyper-evolved Cybertronian flew towards the ship, specifically on the top of the conning tower in the back.

Electricity arced from the bottoms of his feet and to the warship's bulkhead, bringing him closer until he finally stood upright without trouble. Vilgax across from the huge dent he created in the hull, a little shaky at first but he swiftly shook it off, despite the fact that his body was littered with injuries.

Ben's hammer dissipated back into vapor before disappearing. Vilgax and Ultimate Skidmark stared down at each other, intense feelings of aggression and animosity flowing between them.

"Give it up Vilgax! You cannot defeat me while I'm in this form" Ben asserted without any hesitation.

" **No! The day I surrender to a human will be the day the universe dies!"** Vilgax stated; his voice filled with malice.

Vilgax's feet rose from the hull again as he shot forward like a bullet. Ultimate Skidmark mimicked him and collided with him. Both went back a bit from the collision before shooting at each other again. The fight was becoming more intense by each passing second.

…

In the power core room, sweat dripped off Kevin's face as he worked frantically. It had been at least five minutes since he got back from Outpost Omega and began work on switching the polarity of the Quantum Drive core. During that time, he, Gwen, Arcee, and Bumblebee could hear blaster shots and felt small shockwaves shake the ship.

It became so intense that Arcee headed back to Optimus, Bulkhead, and Ben to lend support; not knowing that Ben was currently engaged with Vilgax outside in space. Gwen and Bumblebee stood guard, ready for any more drones that could attack them; however, none came to the trio's relief.

After crossing a few more wires, Kevin stood back up and placed the device on the scrapped console. "Alright! Done! We got about four minutes before this thing blows!"

"Bee, contact Ratchet for pick-up and then we can inform the others" Gwen said.

" _ **Sure thing, Gwen"**_ He whirred as he gave her a thumb's up.

…

Optimus and Bulkhead were both feeling fatigue eat away at their bodies. They were using their blasters, melee weapons, and fists in the fight against Vilgax's drones. Though they were easy to take down, there were many of them and they were already tired and pained from their previous bout with Vilgax.

The Autobot leader and green wrecker had managed to take down twenty of the twenty-four sent at them; however, at the moment, both were finding it hard to stand.

"Optimus, I don't mean to complain, especially in a fight, but I don't know if we can keep this up" Bulkhead noted; exhaustion present in his voice.

"We…cannot abate now, Bulkhead" Optimus replied; the lack of energy evident in his tone as well.

As another Gigantoid opened fire on them, Optimus dodged the blasts and struck the automaton across the chest with his blades. It fell backwards, sparks flying out of the gash before off-lining. The remaining three surrounded the two, tired Autobots with their weapons primed and ready to fire.

Bulkhead was about to put what little strength he had at rushing one, until the sound of a motorcycle engine caught their attention. They turned to see a familiar, blue motorcycle racing down the ruined hallway at a really fast speed. Arcee then transformed and jumped high in the air, landing on top of a drone and slamming her servo straight into its neck component.

After damaging some vital areas, the drone fell forward off-lined. Taking the opportunity, Bulkhead and Optimus wiped out their blasters and shot the last two. They met up and put away their weapons. She looked around and noticed all the dead drones lying around.

"Nice job boys" She commented.

"Nice distraction you provided there" Bulkhead replied.

Arcee analysed the scene further and immediately noticed someone missing. "Where's Ben?" Worry evident in her voice.

"Last time we saw, him and Vilgax went through the ceiling" Bulkhead mumbled, pointing toward the gaping hole in the roof.

Before the blue femme could comment, Ratchet's voice came over their com-links. _"Optimus, Bumblebee, Gwen, and Kevin have arrived back to base. They say the ship will explode in less than three minutes"._

"Ratchet, open a bridge to our coordinates" Optimus commanded.

Less than a few seconds later, a swirling vortex appeared before them. "Bulkhead, Arcee, head back to base. I'll retrieve Ben".

Arcee shook her helm. "Optimus, NO! You're weak and exhausted. Head back with Bulkhead, I'll retrieve Ben" She said.

Optimus noticed the urgency in her tone and her pleading optics. The Prime realized that she did have a point. With his current condition, he wouldn't be able to find Ben in time. "Very well. Call for pick-up as soon as you locate him".

Arcee smiled and nodded. "Will do,"

The blue Autobot stayed behind and watched her leader and the wrecker steadily limp into the groundbridge before it disappeared. She brought a digit to the side of helm, activating her com-link. "Arcee to Ben, do you copy?"

…

Vilgax roared violently as he performed a two punch-kick combo in the Ben's chest, which sent him flying across the roof of the conning tower. However, electricity arced between the bulkhead and his feet, bringing him back to the surface quickly. Ultimate Skidmark looked at his chassis and spotted a ton of scratches and a few dents on his thick armour.

Suddenly, to his surprise, the injuries illuminated emerald. He felt his armour moving back into place, and when the light died away, the injuries were gone. This made Ultimate Skidmark grin in excitement.

"Accelerated healing factor, huh? This form keeps getting cooler and cooler!" He remarked.

He was snapped out of his musings as Vilgax soared at him, his fist reared back. Ultimate Skidmark, though, quickly summoned his shield to block the attack. He dropped the shield and delivered a right hook into his chest and then a left hook into his face. The hyper-evolved Cybertronian then picked up his leg and kicked him straight in the torso, sending him flying off the ship and into space uncontrollably.

Ultimate Skidmark was about to take off and pursue, until a familiar feminine voice spoke into his com-link. _"Arcee to Ben, do you copy?"_

"I'm here 'Cee, go ahead".

" _Ben, the ship's going to blow in less than two minutes. We have to leave, now!"_ Arcee said urgently.

Ben's emerald optics slightly widened in alarm from how little time there was. In fact, he could already feel the ship beginning to shake. The power was building up and would soon be released. All of a sudden, Ultimate Skidmark was brought out of his thoughts again when he spotted a heavily battered Vilgax flying straight towards. His bloodlust eyes were glowing with hatred, rage, and malice.

"Hang on 'Cee, I'm bringing the party to you" Ben replied in his com.

He crouched low and then launched himself into space, soaring at high speeds straight towards the enraged Vilgax.

" **I will not lose to you again, child!"** Vilgax bellowed.

When they finally got within meters, another blueish-green and white light engulfed Ultimate Skidmark, causing him to vanish. Vilgax came to halt, looking around for his opponent. In another flash, the hyper-evolved Cybertronian appeared right above him.

"Sorry Vilgy…"

Vilgax looked up to see a determined Ultimate Skidmark. "But this fight is over!"

Without warning, his optics shined brighter and then two, dense emerald beams fired out of them and struck Vilgax in his chest. The blasts were so strong they made the green warrior hit the ship's bulkhead hard, denting the hull. Vilgax steadily opened his eyes, but the swollen bruises on his face made it difficult.

However, they widened when he saw Ultimate Skidmark flying straight for him, his fist glowing green with energy. He couldn't react in time before Ben delivered a powerful hit into the torso; in fact, there was so much force the warship's bulkhead caved in and collapsed, causing the duo to fall inside.

…

Arcee was dumbfounded when Ben said he would be _bringing the party to her_. What did he mean by that? Then the violent shaking of the ship snapped her out of her musings. Suddenly, the roof of the corridor in front of her collapsed as something huge crashed through. Arcee instinctively deployed her blasters, but was not expecting what she would see.

When the dust was sucked out into space, standing in the debris and wreckage was a black-armoured Cybertronian with silver crown-like crest protruding from his forehead plate. Arcee knew she was small compared to her fellow Autobots, but this mech was huge! Heck, he even towered over Optimus by thirty feet! She noted that the top of her helm could barely reach his knee joint.

The next thing that caught her optics was that this mech was standing on top of Vilgax, who appeared to be in a very broken state. His armour was chipped, cracked, and burnt in places while big, swollen bruises littered his exposed pale green skin. The blue femme was definitely taken surprised by that; however, it was the next thing she noticed that really captured her attention. Positioned on the mech's headpiece was a familiar, green hourglass symbol; the same symbol was displayed on his chassis with the exception of four spikes protruding out from the rim.

"B-Ben?" Arcee stuttered with wide optics.

Ultimate Skidmark looked at her and smiled. "Hey, 'Cee,"

"Is…is that what I think it is?" Arcee asked, still shocked.

"Yep, you're looking at the ultimate Autobot." Ben answered, recalling his explanation of his Ultimate Forms to the 'Bots at least a week ago.

After hearing of Ben's Ultimate Forms, Arcee had shortly pondered what an ultimate Cybertronian may look like. Now, it was standing before her. She shook her head from her musings and refocused on the current crisis.

"Ben, we have less than a minute before this place blows. We've got to move out!" She stated.

"Right. Call base for a bridge".

As Arcee contacted Ratchet, a weak voice reached Ultimate Skidmark's audio receptors.

" **N-n-no. I-I-I can't… lose to you"** Vilgax said in between breaths.

"It's over, Vilgax. You lost" the teen hero frowned.

" **NO!"** Vilgax paused as he coughed up green blood as it leaked out of his torn mask. He laid there on the floor, his body broken. **"Tell me… Ben Tennyson… how d-do y-you always… win? No matter… h-how strong I become... how do you always manage to defeat me. Tell me… HOW?!"**

Ultimate Skidmark turned around and glared down at Vilgax; meanwhile, after contacting base, Arcee stood there watching the exchange in curiosity. The Omnitrix bearer was silent for a moment, gathering his thoughts before he spoke.

"You want to know why, Vilgax? It's because I don't fight alone. The truth is, all my victories… weren't really mine. They were all possible because of the people who were there and helped me. I would've been finished a long time ago if I had gone alone" He narrowed his optics at the battered alien. "You've never trusted anyone enough to let them get close to you or stand by your side. You always lose because you're alone".

Ben turned back to a smiling Arcee. He couldn't help but smile back. He then looked back at Vilgax and continued, "To prove my point, while you and I were fighting, my friends just finished sabotaging your ship. It's gonna blow in less than a minute; it's unlikely you'll survive. You won't be able to hurt anyone anymore after this."

Ultimate Skidmark stepped away from Vilgax and towards Arcee, just as another groundbridge portal opened up in front of them. Seeing as how his Ultimate Form would be too big to fit through the portal, Ben pressed the Omnitrix and reverted back to his normal Skidmark form.

"Nice choice of words, hot shot" Arcee complimented.

"Thanks,"

Meanwhile, Vilgax had his head lifted up enough to shoot a glare full of hatred and rage at his archenemy as he and Arcee began to walk into the portal. He would've blasted them with his thermal vision, but he was too weak.

" **I** _ **will**_ **survive this Ben Tennyson! I** _ **will**_ **return, stronger and more powerful than your tiny mind can fathom! I don't know how, but I will. And** _ **when**_ **I do, you… and your precious friends… will DIE!"** Vilgax's rant wasn't heard as the groundbridge portal closed.

Suddenly, a few seconds later, the ship began to tremble powerfully. Inside the power core room, the Q.D. core was shining with bright, blinding white light. The energy inside became so intense and unstable… that finally… it was released! The entire ship became surrounded in white energy. The ship was then ripped apart as it was sucked into a singularity.

The energy in the singularity was finally released outward, creating a massive explosion. If anyone were outside on the day side of the planet, they would've seen a white blinding light shine in the sky. In the wake of the destruction, nothing remained of the warship… nor was there any sign of Vilgax himself.

* * *

 **Autobot Outpost**

Three hours later, Ben was sitting on the edge of the huge mesa that served as the Autobots base of operations. He was looking off into the east, admiring the warm colours of the sunrise in the horizon mixing in with the fading night sky. The teen hero had to admit from this spot, the desert landscape was beautiful.

Not long after arriving back, Agent Fowler contacted base, asking for any explanation of the exploding white light that could be seen by half of the world. Team Prime and 10 both spent an hour explaining things from Ben's kidnapping, storming Vilgax's ship, the battle than ensued, the QD core, and destroying the ship. Though Agent Fowler was a bit furious of the fiery aftermath seen from half of the globe, he was grateful for the teams once again saving the Earth.

All over the news stations was the story of the white light in the sky. What was it? What caused it? The Pentagon finally came forward with a cover story, explaining that a nuclear-powered military satellite suffered a malfunction, leading to a meltdown. Most of the general public seemed to buy it since it was a believable story; however, there were those who were naturally sceptical.

To help Optimus and Bulkhead recover faster, Ben transformed into Upgrade and merged with Ratchet's medical equipment. In half an hour, the medical bot finished repairing the superficial damage and sent both bots to recharge. Gwen, Kevin, and Bumblebee decided to catch some sleep as well; however, Ben went up top to relax a bit.

After recollecting on everything, Ben only sighed deeply. He was concerned over two things: the destruction of the Quantum Drive core and Vilgax. Without the QD, could he, Gwen, and Kevin ever return home? Sure, he was beginning to like being here with the Autobots and especially Arcee, but he couldn't stay here forever.

Their only hope of getting back was Professor Paradox or his grandmother, Verdona. In fact, the green jacket cladded teen was quite confused as to where the former was. Why hadn't Paradox showed up yet? Did he know they were here? If he did, why hadn't he brought them back? Does it have to do with the Autobot-Decepticon war? Were they sent here for a reason?

Ben groaned; having all these unanswered questions was just frustrating. He switched topic to Vilgax. Was he really gone for good this time? Ben looked up at the fading, bluish-black sky; in the distance, he could see a faint white sphere of light. The aftermath of the Q.D. explosion was lightening up.

Gwen did a double take by scanning for Vilgax's mana signature, but came up with nothing. Though that was comforting, Ben still wasn't completely satisfied. And he had every right to be! After all, Vilgax has survived many things that presumably killed him.

He also wondered if he did the right thing in leaving Vilgax to his doom. Ben shook his head at that. Of course, he did the right thing! Vilgax has been sent to Null Void countless times but always escaped. In order to keep the scourge of the universe from coming back and threatening the world again, Ben was left with no other option but to leave him behind to his fate.

Still, it did slightly eat away at his conscious. Suddenly, the sounds of heavy footsteps caught his attention. He turned to see Arcee strolling towards him.

"You're not worried about falling off?" She asked with a teasing smile on her face.

Ben grinned back. "I faced down an intergalactic warlord. Why would I be afraid of heights?" He replied in a joking manner.

The blue femme took a seat on the edge beside him, smirking at him. "Hmm…good point, but this is coming from the guy who's afraid of peacocks".

Ben's eyes widened, shock plastering his expression. "W-w-what? How did you… GWEN!" Ben clenched his fists in anger as he breathed deeper. "When I get my hands on her…".

"Relax," Arcee interrupted, "it's nothing to be embarrassed about. Well, actually… it's kind of is now that I think about it".

Ben turned toward her, giving her a smile of his own. "Oh ha-ha, keep laughing".

Both laughed for a few seconds and then went quiet, watching the beautiful sunrise in peaceful silence. After a moment, a memory resurfaced in Arcee's processor.

"Oh, I forgot something" Before Ben could acknowledge her, Arcee slightly flicked the back of his head with a finger and enough force to hurt but not enough to do any real harm.

"Ow!" Ben then glared at the femme. "What was that for?"

She returned the glare. "For pulling that stupid stunt in letting yourself get captured and having me and the others worried sick!"

Ben was about to remark, but after thinking it over, he realized she was right. He sighed as he looked away, rubbing the back of his aching head sheepishly. "Yeah…sorry about that; didn't mean to do that to you guys. Vilgax had to be stopped though".

"And giving yourself up to him was the only way?" Arcee retorted.

"Look, you already know Vilgax blackmailed me into surrendering. If I hadn't done what he said, you guys would've been ambushed" Ben countered, remembering telling everyone of what happened. "I didn't want any of you getting hurt".

Arcee was trying to think of a comeback, but couldn't think of one. She thought it over some more and had to admire Ben for what he did. He gave himself up to get his friends out of harm's way. She also admired his resourcefulness in setting his Omnitrix to send out a signal so they could track him. Brave, caring, and crafty… another three reasons she liked about him.

"Sorry. Thank you for that by the way, Ben. I know I've said this before but you're very brave" Arcee said true-fully, a warm smile to back it up.

Ben looked back at her, and at that moment, admired her features. Ben stared into her cerulean optics, feeling like he was staring into a blue ocean. Her smooth, metallic angel-like face was also an awe-inspiring sight. The curves of her feminine body also couldn't go unnoticed by the hormonal teenager. They were much like those of any human teenager he'd seen.

Ben felt his heart rate increase and a blush creep on his face. _'Wait! Do I… think Arcee is beautiful? Do I like her?'_ He took another good look at her again. _'Yes, to both questions. She's strong, fearless, and smart… she's everything I want in a girl. But she's Cybertronian and I'm human well sometimes. Is it even possible?'_ As Ben mused, he remembered an earlier conversation he had with Ratchet about Cybertronian biology weeks ago.

He had explained that though Autobots and Decepticons were machines, they did possess parts that were techno-organic in nature. He noted at the time that the medic bot had put emphasis on 'parts'. Ben thought it over more and came to the startling deduction. Did Ratchet really mean those kinds of parts?

Ben blushed deepened as a result. He remained silent as he stared into Arcee's optics, his mind lost in them. Arcee herself was also contemplating hard, staring deeply into Ben's emerald eyes. The azure femme face blushed blue from admiring those eyes. To her, they were gorgeous.

Neither party noticed that their hands were moving closer. It was only when Ben subconsciously laid his hand on Arcee's servo that they were both pulled from their trance. The blushes on their faces only deepened as they realized what they were doing.

"Uh…" Ben stuttered, trying to find his words; however, it was proving a challenge since his heart was beating a hundred miles an hour. He inwardly cursed himself; he could battle thieves, monsters, giant alien robots, and warlords, but could he talk to the girl he liked? No. "Arcee… uh… I… uh…" He trailed off.

Arcee then took notice of the blush of his face and how hesitant Ben seemed to be. It was then that she figured it out, Ben liked her! A volley of emotions and thoughts were racing through her processor. What could she do? She just found out the new object of her affection likes her.

Astoundingly, doing something completely out of her tough girl character, she leaned down and pressed her lips against Ben's cheek. His mouth immediately dropped, his face becoming tomato red, and an expression of shock plastering his face. Her lips felt so soft and pliable, almost like a real human girl's lips.

The kiss lasted for a few seconds before Arcee pulled away. Her face was glowing a faint blue from her intense blushing. Ben could see a large range of emotions in her optics and face, but there were three that struck out to him, one was pleasure, two was slight embarrassment, and finally… happiness.

Ben began to breathe harder and deeper and could feel his heart pounding through his chest. Though it was only a kiss on the cheek, it was truly exciting. The two continued to stare at each other, both thinking hard on these newfound feelings for one another.

"I'm really happy you're okay, Ben" Arcee said.

She then got up from the mesa edge and walked back to the elevator platform. He continued to watch her the entire time, his jaw on the flor, and his hand holding the spot where she kissed him. As the platform lowered her back into base, she gave Ben a wink before she disappeared back into the mesa.

At that moment, a toothy, wide grin took hold on Ben's face. He laid back and crossed his arms behind his head, looking at the night sky turning into day.

"A new day indeed," noted a happy Ben Tennyson.

Meanwhile, on top of a mesa not too far away from Outpost Omega, there was fairly young man around the age of thirty. He was wearing brown shoes, black paints, and a white lab coat. His eyes were a light blue while his black hair was cut short. All in all, he had the perfect profile of a scientist.

He stood there, watching Arcee and Ben. He was close enough to see and hear them (although he was wearing a special hearing aid just in case, he would need it in some occasions), but he was far away enough to where he wouldn't be noticed. He had observed and listened to their conversation, the feelings in their voices and expressions, and finally the kiss Arcee gave Ben on the cheek.

A smile crossed the man's face from the exchange. "Nice work, Ben." His smile then turned into a grim frown as he looked up at the sky, more specifically the faint white light from the explosion of Vilgax's ship. "However, the battle is far from over yet. You must be ready for the greater challenges to come. Some near. Some in the distant future".

The man pulled out a gold pocket-watch from his coat pocket and pressed a button. In a flash of blue, Professor Paradox vanished into thin air.

* * *

 **Earth orbit**

Little remained of Vilgax's ship, and the few pieces that did survive were circling around the blue planet. Amongst these chipped fragments of the hull, there was a heavily damaged corpse. The left leg, right arm, and parts of the torso were missing, its black armour was burnt and cracked, and its green skin was very pale. The mask that concealed the lower half of its face was gone, revealing black lips with sharp teeth sticking out.

The broken cadaver wouldn't have remained in Earth's orbit for long (and would've plummeted into the atmosphere to burn up) if a black and purple alien warship with symmetrical spikes sticking out of it had not passed through. A beam of purple shot out from the ship. The amethyst beam surrounded the battered corpse and pulled it closer to the ship.

* * *

 **The** _ **Nemesis**_

Starscream, current leader of the Decepticons, Soundwave, spymaster and current second-in-command, Breakdown and Knockout walked into a special lab division of the ship. The four Decepticons walked up to a large, sixty-foot-tall tank placed against the wall.

Many machines, tubes, and wiring were connected to the tank cylinder-shaped tank that was filled with blue liquid. Floating inside the tube was the battered corpse from earlier, connected to a multitude of tubing.

"Why are we stooping so low as to heal this… _thing_? What good will it do for us?" Knockout protested.

Starscream narrowed his red optics at the crimson mech and growled in irritation. "Because Knockout, if the video that Soundwave gained from hacking into that unknown starship's security footage – before it was destroyed – is true… then this being is our ultimate weapon." He answered.

A sadistic grin grew on the silver seeker's face as he placed his servos behind his back and walked closer to the tank. "It defeated the mighty Optimus Prime, that brute Bulkhead, and the human shape-shifter singlehandedly"

Starscream went up to a console beside the tank and brought up a video clip of Ultimate Skidmark and Vilgax crashing through the roof, with the former on top standing victorious and the latter on the bottom defeated. Starscream inwardly grumbled at this sight.

"However, the being was unfortunately bested by this unseen form… which oddly enough resembles a Cybertronian." Starscream shook his helm from his rambling and continued his explanation, "Nevertheless, it demonstrated great strength and power. Imagine how much stronger we could make it with Cybertronian science and technology?"

"I'm still not thrilled nor do I understand why we are saving this creature. Why don't we just put it out of is misery so that I may… study it?" Knockout offered with a dark grin.

"Ugh…" Starscream frowned as he paced side-to-side. "Decepticons, with our lord and master lying on a berth hooked up to life support, and those three super-powered humans running with the Autobots scrapping our troops easily, it is obvious to say that we have lost the upper-hand in this war. If we are to destroy the Autobots and conquer this world like Lord Megatron would want, then we must have a means of evening the playing field and use every resource at our disposal".

"And you think that… _thing_ can do it?" Breakdown implied; his brow cocked as he stared at the floating, broken body.

A twisted, evil smile returned to Starscream's face. "Why, of course. Given time for this creature's appendages to grow back, superficial injuries to heal, and the necessary Cybertronian enhancements added to its body… this being will become the ultimate Decepticon weapon of mass destruction".

"Is that so?" Knockout asked sarcastically, not buying Starscream's rant. "And what's to keep your W.M.D from turning against us?"

Starscream looked back at the 'Con doctor, a superior smirk still present on his face. "I'm sure that Soundwave here could upload a brainwashing program into the creature's mind once its fully healed, so that it may be… completely loyal and obedient to the Decepticon cause".

Soundwave nodded, signalling that it could be done. Knockout and Breakdown looked at each other, surprised by all of this. They could understand why Starscream was doing this. Their advantage in the war was slipping away thanks to Team 10, and if it wasn't dealt with soon, the Decepticons would be defeated.

"Starscream," said Knockout, "I can understand why you would go to such extreme lengths, but are you sure this is the right way to counterattack the Autobots human pets?"

The smug, egomaniacal seeker scowled as he turned around to face the floating body in the tank. He studied it keenly for a moment before replying, "Desperate times call for desperate measures, Knockout. We cannot allow the Autobots to keep the upper-hand. To counterattack their special weapons, we must fight fire with fire".

He paused, but later continued, "Rest assured, this creature will follow our orders and crush our enemies easily. The Decepticons will triumph!"

Starscream sneered evilly at the broken form of Vilgax, floating in the container in deep comatose.

* * *

 **A/N:**

 **Sorry for a late upload with this chapter, been a bit busy with school stuff. Here are a couple of notes about the U. Skidmark form**

 **Voice Actor: Steve Blum.**

 **Abilities: super strength, near invulnerability, thermal optic blasts, instant groundbridging, summoning any weapon with a thought, flight, and accelerated healing factor.**

 **The head piece design is very similar to that of Optimus when he has his battle mask on, so no mouth, but just a black and green colour scheme.**

 **Also, the choice to use the Omniverse design for U. Humungousaur. The ultimate forms were stated to be more battle ready and fight orientated than the normal forms because they spent millennia training in the harshest environments imaginable, and when I was looking at the design of U. Humungousaur, I didn't find it that war ready, if that makes sense. The Omniverse design, with the exposed metallic tubes and spiked armour seems like a better fit. I know some of you may not like the Omniverse designs, or the show in general, but I did enjoy it and I was a big fan of the art style.**

 **I'll see you guys in the next chapter… peace out.**


	15. Chapter 15

**A/N: Hello all, it's been a while. I've been busy with school and family stuff since someone had died. Also, I have been ill with the flu and haven't had any energy to write anything, but here is another update.**

 **Although I won't be writing full chapters until chapter 30 onwards, I will be heavily editing the next two.**

 **Let's get on with the show!**

 **Quick reminder:**

Normal stuff

 _Comm links and thoughts_

 **Bumblebee's speech**

 _Voice of the Omnitrix_

* * *

 **Ben 10: Prime Force**

 **Chapter 15: Sick Mind**

…

 **Autobot Outpost**

It has been two months since the Decepticon spacebridge, and presumably, Megatron were both destroyed. It had only been a week since Vilgax's own defeat. During that span of seven days, 'Con activity was starting to increase again and things between Arcee and Ben grew more intense.

Every time the two were together, they would both look away for a second, blushing before returning their gaze to each other. Ben was still stuck on the kiss on the cheek Arcee gave him a week ago. It was obvious that she liked him, but what Ben was trying to figure out was if he liked her.

If the blushing, heavy breathing, increased heart rate, and taking subconscious glances at the blue femme was anything to go off, it was clear that he did indeed have an interest in Arcee. Ben, over the past week, had come to accept his newfound feeling and was still trying to find a way to tell the azure Autobot. But how?

It was late morning and everyone was present inside the command centre. Ben, Bulkhead, and Kevin had just got finished sparing together in the SAFE. Fighting helped keep Ben's skills refined and it allowed time for him to devise a way of revealing his feelings to Arcee. Gwen and Bee returned from a much-needed drive while Arcee had arrived back from a recon mission.

Right now, the team was being called in the main ops room, for he had just made a startling discovery.

"Optimus, you'll never believe what I've found, the Decepticon warship" Ratchet notified.

"Wait! How did you penetrate their cloaking tech?" Gwen inquired, standing by the railing of the human area with Ben and Kevin next to her.

"I didn't" explained Ratchet as the other Autobots came forward. "I was experimenting with the various wavelengths when I stumbled upon it". On the big monitor, a map of Asia came up with the Decepticon warship depicted flying over Russia. "Even still, their ship must be suffering from some kind of electromagnetic breach".

"With Megatron deceased and the element of surprise," Arcee stopped as she punched a fist into her hand.

"We can cause some serious damage" Bulkhead finished.

"Now you're speaking my language" an excited Kevin added.

Suddenly, another logo of a ship appeared on the screen. This one appeared to be in the desert region in the west part of China. "As well as that development, on the same frequency is an Autobot emergency beacon" Ratchet informed.

"The Decepticons can wait. There may be Autobots in distress" Optimus spoke in a firm, determined tone. "Ratchet, bring your medical kit".

* * *

 **Taklimakan Desert, China**

A groundbridge portal swirled to life on a low, sandy hill. Stepping out of the vortex was Optimus Prime and Ratchet, the later holding a metal case. It was night, the wind was blowing, and the full moon lit up the sky and the desert landscape. The two Autobots looked forward at the wrecked Cybertronian ship lying half-buried in a hill of sand.

"A crash landing," Optimus deduced, "buried here for centuries".

Minutes later, Optimus and Ratchet made it to the hull of the ship and, with the help of Ratchet's welding torch, cut a circle straight through the bulkhead. Optimus punched it and let it pop off inside. Turning on their headlights, they entered inside a small, dark corridor.

"If they travelled in stasis mode there could still be survivors" Ratchet proclaimed, hoping that was the case.

The duo stopped when they came to a door sealed shut. However, that didn't stop Optimus as he placed his servos between the cracks and pulled them apart. Steadily, the doorway opened, allowing them to enter. As soon as their lights lit the room, both stopped abruptly, horrified expressions claiming their facial plates.

Lying across the floor were dead Autobots, their optics black, and bluish-purple liquid leaking from their mouths and joints. Ratchet got closer to examine them with his forearm scanner while Optimus could only shake his helm in grief.

"Optimus," said a shocked Ratchet, "these Autobots did not perish in the crash, but display signs of a virus".

Absorbing this information, the Autobot leader came to a conclusion. "This is a plague ship".

He stepped forward to get a better look; however, Ratchet blocked his path and held out his servos.

"Ep, ep, ep! Don't touch!" the medic warned. "The virus could still be active".

Suddenly, the wind outside caused the ship to shake forcefully. Optimus staggered a bit before he collided with the wall. As he got up, something moved from above. The Prime looked up to see an Autobot corpse hanging from some cables. A few droplets of tainted Energon dripped from the cadaver and into Optimus's optic.

Optimus quickly stood up and shut his optics tightly from the acidic sensation overwhelming them.

"No," Ratchet whispered, his face portraying distraught.

* * *

 **Autobot Outpost**

Later, Optimus lay on a berth, venting pain-filled sighs. The metal around his right optic was brown and corroded. Ratchet stood above him, waving a scanner over Optimus. It beeped wildly and the screen illuminated red.

"Just as I feared, Cybonic Plague," The medic bot continued. "It's only contagious if contact is made with the contaminated Energon".

The 'Bots and Team 10 looked between each other; worry, concern, and anxiety over Optimus's well-being was written on their expressions alone. Team 10 was wondering how bad this 'Cybonic Plague' was, and if Optimus could survive it.

"What would a plague be doing in an Autobot spaceship?" Kevin asked, still curious as to how mechanical beings could contract diseases.

"Its passengers were infected. Cybonic plague wiped out millions on Cybertron" Arcee answered.

"Cybonic Plague was engineered in the Decepticon biological warfare program… by Megatron himself" Ratchet explained, growling at the later part.

"You…have a cure, don't you?" Gwen inquired hesitantly.

Before Ratchet could reply, Optimus sighed heavily, "N-No… cure,"

"Optimus please," Ratchet said sternly. "Save your strength".

"Would Megatron really create a disease without a cure?" asked a sceptical Ben Tennyson. "I mean, what if he caught it on accident?"

"It's not like we can ask Megatron, Ben." Bulkhead complied. "He's pushing up lugnuts".

"Yes; however, if there is a cure, it may be stored in the Decepticon databanks onboard their warship, which we still have a fix on" Ratchet stated.

After that, Arcee didn't need to hear any more. "Bumblebee with me," She ordered.

The two proceeded to the groundbridge tunnel. Ben made his way to the railing closest to the groundbridge controls.

"Let me come with… just in case you run across any Decepticon opposition" Ben offered.

The blue femme thought it over for a second and then nodded in agreement. As he entered the coordinates, Ratchet looked over his shoulder.

"Arcee… quickly," He said, his tone full of dread.

* * *

 **The Nemesis**

In one of the many dark, dimly lit corridors of the Nemesis, a swirling portal of green and white appeared into existence. Jumping out of the portal was Arcee, Bumblebee, and Ben as Skidmark. Upon entering the ship, the trio got in fighting stances, blasters deployed and Skidmark having his shield ready.

Their tension eased when they saw no sign of any Decepticons; however, the trio kept their blasters ready just in case.

"This place is still as creepy as the last time I was here," Skidmark remarked.

"Let's start with the lab," Arcee said, ignoring her partner's comment.

The trio carefully walked down the hallway. When they came to an intersection, Arcee and 'Bee cautiously peaked their helms from around it to see what was going on. Meanwhile, Skidmark stood by, watching the rear for any kind of attack. When Arcee and 'Bee looked around the corner, they vented a sigh of relief. The room at the end of the hallway had the Cybertronian symbol for a laboratory on the wall by it.

All of a sudden, the doors slide open, allowing Knockout to walk out. Arcee and Bumblebee quickly pulled their helms back. Bee tapped Skidmark's shoulder plate, giving him the silent signal to get back. The trio swiftly got up against the wall, hiding in the shadows provided by the flying buttresses lining the walls of the hallways.

Knockout casually walked by the corner and stopped. If Ben were human now, his breath would have been caught in his throat. After a couple of seconds, the crimson mech shrugged in a non-caring matter before walking off down the corridor.

As soon as he was out of ear range, the trio went up the lab door and opened it, walking into the room that had consoles and monitors lined up on the left side of the wall whilst lab tables and equipment made up the rest of the room. They put their blasters away as Arcee preceded to the console and typed on the interface. After a few clicks, a line of Cybertronian code ran across the screen.

"I'm in the network," She said in her com-link.

Skidmark stood close by her, not letting his guard down. Meanwhile, Bumblebee walked around the room with curiosity, examining everything in it. A couple of moments passed as Arcee skimmed through the files of the Decepticon database. But she had scanned every file; nothing about a cure for Cybonic Plague was there.

"If it's here I don't see it" Arcee informed base over com.

Hearing that made Ben's blood… or Energon run cold. If there wasn't a cure here, then how were they going to cure Optimus? Though he had only known him for two months, Ben was really starting to admire the red and blue titan. The teen hero would not let him die, especially from some stupid disease!

 _"Are you certain?"_ Ratchet asked over the com.

"I searched every file, nothing," Arcee said.

 _"Well then search again! Clearly, you missed something!"_ Ratchet yelled irritably.

"I scanned the entire database!" Arcee replied sharply, still typing furiously on the keyboard.

 _"Did you use a Redundant Quantum Algorithm?"_

"Don't tell me how to research! You think you're the only one who cares about Optimus?!" Arcee snapped.

Seeing as how things were heating up, Ben decided to intervene. "I could transform into Upgrade and merge with the computer? I might be able to dig deeper into their mainframe?" Skidmark offered.

 **"Hey Arcee, Ben… over here, you gotta see this!"** Bumblebee chirped alarmingly, pointing at a sealed door at the other end of the lab.

"What'd you got there, Bee?" Skidmark asked, walking toward the yellow scout with Arcee in tow. He was confused to Bumblebee's sudden frightened behaviour. What could cause him to act like that?

When they got closer to the door, the trio could hear beeping coming from the other side in a consistent pattern. Bee pressed a button that caused the door to open. The second they saw what was occupying the room, the mouths of the three Autobots dropped; horror and shock plastering their facial plates. Ben got his answer for why Bee was so scared.

 _"What is it? What's going on?"_ Ratchet demanded.

After a moment of silence, Arcee answered, "Its Megatron. He's… alive".

From the other end of the com-link, Ben could hear the others gasp.

 _"T-t-that's not possible"_ Ratchet stuttered.

The three walked into the room. True enough, Megatron was lying on an inclined berth. All kinds of tubing and machinery hooked up to him. His massive silver chassis heaved up-and-down steadily.

Ben looked on in awe and slight fear. He, nor any of his teammates, had ever seen Megatron before. He had only heard a description provided by Arcee. Megatron was just like she described: tall, big, menacing, and deadly. The Omnitrix bearer had to admit, the sight of the Decepticon warlord was very intimidating, even if he was in a coma.

Skidmark, Bumblebee, and Arcee walked closer to the sleeping form of Megatron, the latter had her blaster already out.

"Well others and I are starring right at him. Good news is… Megatron's not exactly starring back" Arcee replied. "He's critical, hooked up to life support".

"I don't understand. How could he have survived the Spacebridge explosion?" Skidmark asked.

 _"Guess Megatron's this universe's version of Vilgax,"_ Kevin said in the com-link, hinting at the extreme resistance both warlords have… or 'had' for one of them.

 **"There's no telling how he survived"** Bumblebee whirred.

"Doesn't matter though," Arcee added, pointing her blaster at Megatron's helm dead on. Through clenched teeth, she growled, "Time to finish this."

"Arcee, wait!" Ben yelled, running to her side and placing his servo in front of her blaster.

"What? Why?!" She demanded angrily. "After everything he's done, after all the lives he took, after making our home an uninhabitable wasteland… he deserves it!"

"That may be; however, Megatron might be the only one who can save Optimus. He might be the only one who knows the cure to the plague" Skidmark reasoned.

 _"Ben's right!"_ Ratchet agreed.

The azure femme's optics widened from shock. "What? What are you two talking about?"

 _"Tell me, does Megatron display brainwave activity?"_

They looked at a monitor, showing an image of Megatron's body, with a graph of moving lines at the bottom.

"Plenty of it," Arcee answered. "His sick mind is still at work".

 _"Perfect!"_ The medical bot exclaimed, stunning 'Cee and 'Bee a bit. _"As Ben said, if a cure exists, then only Megatron may know it. You must enter his brain… and find it"._

"Go inside Megatron's brain? Ratchet are you out of your fraggin' mind!" Arcee cursed.

 _"The Decepticon laboratory should have all the materials required for a Cortical Psychic Patch"._

"A what?" Ben asked dumbfounded.

 **"Cortical Psychic Patch. It's a device that can allow one 'Bot to go inside another 'Bots mind"** Bumblebee summarized.

"Oh,"

"No way! Have you ever performed the procedure?" Arcee questioned.

 _"No,"_ Ratchet answered. _"But I have thoroughly studied the theoretical literature; invented by Decepticons, outlawed by Autobots"._

"Well, that's comforting," Ben muttered inaudibly.

"Whoa! Can't we just haul Megatron through the groundbridge? Buy us some time to figure this out?" Arcee suggested.

 _"TIME is something Optimus does not have! One of you must try this! I will not allow Optimus to pass, knowing that Megatron will outlive him!"_ Ratchet yelled.

"Ratchet, I would lay down my life for Optimus, anytime, anywhere," Arcee said calmly and honestly. "But a mind-body split…" She trailed off.

 **"I'll do it!"** Bumblebee offered; holding up a thumb's up.

"You will?" Arcee asked in a surprised manner.

"No 'bee, you won't. I'll do it" Ben interrupted before Bumblebee could answer.

 _"Ben, are you completely insane?!"_ Gwen shouted, surprised that her cousin was offering to go inside the mind of someone who is on par with Vilgax, _"you don't even know what you'll find in there."_

 _"And what's to stop the watch from timing while you're in his mind?"_ Kevin questioned.

"I can use the Lifeform Lock function build into the watch" Ben answered.

 **"The what?!"** 'Bee asked, completely confused.

"The last time I went to Galvan Prime to see Azmuth about the watch, he put in a new function called the Lifeform Lock," Ben explained, "it lets me stay in an alien for longer without timing out. He said only to use it in emergencies since it could permanently change my DNA".

"You don't have to do this Ben" Arcee pleaded, "let 'Bee do this".

"No Arcee" Skidmark answered back, "you guys and Optimus have done so much for us. It's time for me to do something for you; by helping Optimus".

After hearing what Ben said, Gwen and Kevin couldn't help but agree with the cousin/friend. Their Autobot friends had helped them by offering their home to them and gave it everything they had in defeating Vilgax. Ben had to do it. This was why he was known as the greatest hero in the Universe back home.

…

Inside the bridge, Starscream stood by the controls, two Vehicons standing before him. A displeased scowl present on the seeker's facial plate.

"Why has the electromagnetic shielding not been repaired?!" Starscream demanded.

"The crews are working as fast as they can, Lord Starscream" One of the Vehicons notified.

In response, Starscream slapped the Vehicon across the face, throwing sparks off from the contact. "We are leaking a trail! All the Autobots need do to pinpoint our location is access the correct wavelength. Accelerate your efforts!"

There was a slight pause between the drones before a Vehicon replied, "Yes Lord Starscream". The two purple and black 'Cons walked down the walkway and out through the door; leaving Starscream to stand at his station, shaking his head in annoyance.

A few seconds later, Knockout walked through the doors, walking at a casual, leisure pace. "Doctor in the house," the crimson mech quipped.

"Ah, Knockout," Starscream turned to face the ship's medic. "So how is the patient today?"

"Same old," Knockout answered, placing a servo on his hip.

"Hmm… how about… the creature? Has there been any progress?" The silver seeker asked through narrow optics.

"Not much. Its body is still absorbing energy from the Re-Gen tank to regrow its appendages. From my calculations, it'll be a few months before he's ready to make his grand appearance" Knockout diagnosed.

"Hmph… back to Megatron, how it's such an inglorious fate that our master must remain in this… vegetative state" Starscream noted, inwardly not giving a scrap about Megatron's well-being.

"On the contrary, Megatron's body might be scrap metal… but his mind is still percolating" Knockout replied, pointing at his own helm for emphasis.

Starscream instantly turned around. "Keep that to yourself" Starscream ordered quietly. "That blasted Soundwave hears and sees everything".

"Well, he is the eyes and the ears of the Decepticons" Knockout added.

"Yes," Starscream paused for a second as his devious mind began to work. "But as long as their master remains in limbo, so does the Decepticon cause. The Decepticons need a strong, alert leader" he smiled at the last part, obviously referring to himself.

"One that would require a loyal second-in-command," Knockout grinned.

Starscream's smile grew more sadistic. "Heh-heh, a candidate would have to earn that post. More specifically, making a strong case to said 'eyes and ears'".

"A case for showing mercy, Lord Starscream?"

"You scratch my back, I scratch yours" Starscream sneered.

The two Decepticons smiled deviously in agreement.

…

Back inside the lab, in Arcee's grasp was a long black cable with glowing purple lines. The femme went behind Megatron's berth and inserted the cable's end into a port. She twisted it until it snapped into place. Once that was finished, she stealthily walked by the wall and climbed down into a compartment below the floor on the other end of the lab. Inside with her was Skidmark and Bumblebee.

"I still don't get why you're doing this" Arcee stated.

"The way that I look at it, if I go in there" Skidmark stated pointing to Megatron's head, "he may be shocked to see an unknown Autobot inside his head. He might let down his guard enough for me to steal the cure from".

"You've actually thought about this" Arcee answered back.

"Come on. I'm not just a pretty face" Ben said with a smirk on his faceplate.

"Ratchet, we're ready" Arcee commed.

 _"Initiating Cortical Psychic Patch,"_

"WAIT!" Ben quickly shouted, not loud enough for anyone to hear outside the Lab.

 _"What now?"_ Kevin asked in annoyance.

"I forget to engage the Lifeform Lock" Skidmark stated, earning the look from Arcee and groans over the comms. He tapped the Omnitrix before speaking, "Command code one zero one zero, Tennyson Benjamin, engage lifeform lock".

 _"Command code accepted"_ the Omnitrix spoke, in a voice very similar to that of Ben in his human form, _"Lifeform Lock engaged"._

Arcee went behind Skidmark and inserted the end of the cable into a connection point at the back of his helm. When she finished twisting it and heard an audible click, Bumblebee was surprised was to see how wide Ben's optics had gotten. After a couple of seconds, his green optics went black and his body went limp.

* * *

 **Inside Megatron's Mind**

What Ben saw as he was going into Megatron's head was unlike anything he had seen before; it was similar to the time he went through the Hyperspace Jump gate to the Highbreed homeworld but different. It was a swirling tunnel of rainbow beams and a bright light at the end. When he was through, he found himself standing on a large metallic bridge over a fire pit. He noticed that he was still in his Autobot form, and how normal it felt to be inside someone else's head. He looked around and did the only logical thing, he walked across the bridge, not knowing where it would lead him.

* * *

 **Autobot Outpost**

"Communications Downlink activated" Ratchet spoke, looking at his screens and then the team, "This will allow us to see and hear everything Ben does, while within Megatron's subconscious mind".

"Whoa," Kevin said in awe, looking at the computer screen, showing the same bridge Ben was walking down, "Where's that?".

 _"I have absolutely no idea of where I am,"_ Skidmark said through the Communication link, _"Hey Ratchet, do you recognize this place?"._ Skidmark looked around so everyone else could get a better look.

"From what I can see, it looks like the Decepticon capital; Kaon" Ratchet explained

"Ratchet…Optimus' vitals…" Gwen trailed off.

"I know…"

* * *

 **Inside Megatron's Mind**

Skidmark continued to walk down the bridge, leading a large Gladiatorial arena, surrounded by towering Cybertronian structures.

 _"Quickly Ben, I know you're in unfamiliar territory but you must find where the information is stored in Megatron's mind,"_ Ratchet said.

Going up the steps towards the arena, Ben was shocked to see Optimus Standing there in front of him. He was running up to him but stopped when Ratchet spoke.

 _"That's just a figment of Megatron's mind Ben, it cannot see or hear you"_ Ratchet explained.

"Optimus Prime," Megatron sneered from between the statues of him and his sisters, "your Autobot armies are defeated, bow before your new master".

"Never Megatron," the fragment said pulling out his sword. "One shall stand, one shall fall".

"So be it," he sneered bringing out his own sword. Jumping down, they both charged each other, with Optimus going for a swing. Megatron ducked under the attack, slashing him, causing his enemy to evaporate into dust. From a hiding spot behind one of the towers, Skidmark was taken aback by what he had just seen.

 _"That never happened,"_ Bulkhead said.

 _"That's because it's not a memory,"_ Ratchet replied, _"we're seeing Kaon as he's recreated it; in his darkest dreams"._

Ben took deep breaths, as Megatron turned and slowly walked away. The rock he was hiding behind broke apart and another Optimus stood up, making him jump back.

"Megatron, your treachery ends here!"

The tyrant turned around and put his sword away. Lifting his cannon, he fired, making the dust fly past him.

Ben watched the scene only to realize his mistake when the warlord's eyes locked with his. He lost his hiding place.

"I have killed many Autobots in my time but I have never seen you," Megatron sneered looking at the human turned Autobot "but the punishment for trespassing in my domain is still the same… YOUR DESTRUCTION!"

Ben brought his hands up to block the slash by Megatron's blade but found they passed right through him. "Ok, this… is weird".

Megatron looked just as confused. "How can this be?!" he growled slashing again.

A smirk grew on Skidmark's faceplate and he started randomly posing as the sword went through, just to irritate the man. Which worked as he tried to shoot him, hit him, strangle him, and chop him up.

* * *

 **Autobot Outpost**

"He can't get Ben?" Kevin asked.

"As he isn't a creation of Megatron's mind, Ben is immune to his physical attacks," Ratchet explained.

The group laughed as they saw the warlord's absolutely irritated face as Ben continued taunting him.

* * *

 **Inside Megatron's Mind**

Megatron took a breath and began to circle him, trying to figure out just how he was avoiding his attacks. "You're not wearing a phase shifter. Your eyes track my movements so you aren't a hologram, and I do not believe in spirits. So, tell me: what are you?!"

"Megatron".

 _"Looks like we got some special guest stars,"_ Kevin said.

 _"This can only end badly,"_ Ratchet said.

"I'm just gonna, go over here," Ben said pointing towards the group, as Megatron looked between them and him.

Ben waved his hand in front Optimus's face trying to get his attention, but to no avail. Looking between the two towering mechs of Skidmark and Optimus, Megatron's frustration began to grow. With a roar, he shot his cannon, and all but the Skidmark disappeared. "You are real. They were not!" he snapped meeting the teen's glare. He started to pace when an explanation came to him. "A Cortical Psychic Patch. How… unexpected".

 _"We seem to have stirred Megatron from his oblivion"_ Ratchet spoke, wide-eyed, _"he's becoming self-aware"._

"If this is my subconscious… WHAT ARE YOU DOING INSIDE MY HEAD?!" the Tyrant demanded, getting in Skidmark's faceplate. At this point, Ben realized his old plan of surprising Megatron was not going to work, he'd need to come up with a new plan.

* * *

 **The Nemesis**

Arcee looked around at the entrance to the Lab before looking at the form of Skidmark. "Come on Ben, you better not be trying not to be sight-seeing in there".

Suddenly, 'Bee and Arcee were made alert to the sound of the doors to the lab slide open. Stepping through came Starscream, Knockout, and Soundwave in that order.

"Knockout," said Starscream as the trio stood in front of Megatron's berth, "if you would be so kind as to provide your expert medical opinion to Soundwave… for the historical record".

"Simply put, unaided, Megatron could remain in this deathless slumber forever" Knockout answered.

Starscream sighed in disappointment; however, 'Bee and Arcee could tell he was faking; Screamer always wanted to lead the Autobots. "How our master would not wish to be seen this way; to stand ideally by while he remains trapped in his own body. It is not… just".

The silent 'Con stepped forward and pointed a single, long talon at the monitor that depicted brainwave activity.

"Brainwave activity, not evidence of consciousness, but an endless dream from which Megatron may never awake" Knockout countered.

There was a slight pause as the trio stared at Megatron's lifeless body. "Soundwave, we must face reality. Megatron is lost to us" Starscream proclaimed.

"The only honourable option… would be to show him mercy" The crimson mech added.

"A simple throw of the switch,"

"Quick, painless…compassionate," Knockout finished.

Meanwhile, 'Bee and Arcee listened with awe and shock. They were really discussing killing their lord and master. To Arcee, it made sense, Starscream would remain Lord of the Decepticons. But what would happen if they 'throw the switch' while Ben is still in there?

"Ratchet, are you hearing this?" Arcee quietly asked, making sure to turn her com-link back on as soon as the 'Con trio walked into the room.

 _"If Megatron perishes, Ben's mind will remain separated from his body… forever"._

Bumblebee's optics widened from shock and terrifying realization. **"We'll lose Ben and Optimus".**

* * *

 **Inside Megatron's Mind**

"The only way you could've entered my mind is via Cortical Psychic Patch," Megatron stated, "which would explain why I am seeing an Autobot I have never met. But the question still remains: what happened to me?!" He glared into those bright green eyes, and the image of the spacebridge implosion flashed for a second. "The Spacebridge… but… if you're in my head, then I'm not one with the All-Spark".

 _"What is the All-Spark?"_ Ben thought.

"Tell me, who are you? And more importantly, do I still function?!"

 _"Ben! We are out of time!"_ Ratchet informed.

"Megatron, I have come to bargain. Who I am is none of your concern, but what I need is the cure for Cybonic Plague" Ben said, cutting straight to the point.

"Cybonic Plague?" Megatron asked looking shocked and genuinely concerned. "Someone besides myself is… unwell?" Ben nodded and the mech thought before he started laughing. "Optimus! Such irony! After ages of endless war, the mighty Optimus Prime is felled by a simple virus from the distant past!" He wiped away the tears that came with laughing so hard before looking at the irritated teen. "And what makes you think I'd save the life of my oldest enemy?"

Another Optimus Prime vision appeared. "Megatron, your treachery is—" The image was destroyed as the warlord shot it, not looking away from Ben's optics.

A small grin appeared on Skidmark's faceplate as the sight gave him an idea. "Because, if you didn't, you wouldn't get what you want most," he said circling him.

"Oh… and just what is it that I want most?" Megatron questioned back, intriguing by his answer.

"To kill Optimus Prime yourself," he replied darkly.

"Do you not see what is right in front of you? I do slay Optimus at will! Whenever I desire!"

"But it's not the real one, is it?" Ben stated. "Be a shame if you couldn't watch the life leave his eyes as his spark extinguished. Guess you'd just have to settle for all these dust bunnies instead".

* * *

 **The Nemesis**

Suddenly, to everyone's surprise, Soundwave's visor began to bleep and blink green.

"What? What is it?" Starscream asked in an annoyed tone.

The Decepticon's spymaster's face stopped blinking and showed a map of the ship, a big green circle around the area of the lab they were currently standing in. Knockout studied the signature more keenly before his optics widened from recognition.

"I know that energy signature! It's from the device of that human shape-shifter!" He cried out.

At that moment, 'Bee and Arcee felt their Energon go cold. "Scrap," They cursed in unison.

"What?!" Starscream shrieked girlishly. "H-he's here? Where?!" From what he had heard and seen, this human was not to be taken lightly, he could easily defeat anything they could throw at him.

A line of code ran across Soundwave's visor as the circle began to grow smaller.

"Hmm… Soundwave is in the process of triangulating the signal" Knockout explained.

Where they were hiding, Arcee and 'Bee lowered their helms out of sight. "Scrap. This is not good" 'Bee said. The female Autobot realized she needed to draw attention away from Ben and allow 'Bee to watch over him. After a few seconds, she thought up a plan. "Okay, okay, I got a plan. I'll distract them and draw them away from you and Ben".

 **"Are you crazy?!"** he accused, whispering while doing so.

"Maybe," Arcee said, "but crazy is our only option right now".

Thinking it over, 'Bee sighed outwardly, knowing that she was right. He looked back at her with concern filled eyes. **"Be careful".**

* * *

 **Inside Megatron's Mind**

"After our ages of endless battle, to not watch the spark edge from Optimus' eyes with my very own…"

"See, you let the plague kill him, and you won't get that chance".

"Well played," Megatron grinned, opening his hand and the formula appeared, "the chemical formula for the cure you seek; not that I expect you to know how to read it, you look more a warrior than a thinker". Ben reached for it, but the warlord just closed his hand and held it closer to him. "Not yet".

"What now?"

"And how am I to accomplish terminating Optimus as you propose, while I'm trapped here in a perpetual daydream," he questioned. "Once you free me from this prison, you will have the cure".

"But how can I trust you to give the cure to me?"

Megatron chuckled, the boy was smart. "Are you sure you're not a Decepticon at spark?"

"I know which side I stand on, which makes me doubtful of your trustworthiness to keep up your side of the bargain".

"I swear on my honour as a gladiator. You guarantee my recovery, and I will provide you with the cure," Megatron swore. "Otherwise Optimus fades to gunmetal grey; the real Optimus".

 _"We have the cure! Bumblebee, Arcee, one of you disconnect Ben now!"_ Ratchet ordered, after scrolling back through the footage of Megatron's mindscape.

* * *

 **The Nemesis**

Arcee snuck around the confused Decepticons, finding the best place to surprise them from.

"Why would the human shape-shifter come here?" Knockout inquired.

"That's something you won't be finding out any time soon" Arcee spoke, launching towards Knockout with her arm blades extended, catching his and others' attention. She proceeded to dig her blades into Knockout's back.

"Aaaaaggggghhhhhhh!" Knockout yelled, "you're gonna pay for damaging my precious paint and bodywork".

"Soundwave, Screamer, good to see you two again" Arcee mocked; she was starting to sound more like Ben.

Immediately, the fear in Starscream's optics disappeared as his body trembled in anger. He growled as a scowl took place on his facial plates. "DESTROY her!" He cried.

Soundwave held out his arm and guided his tentacles towards her; however, she was quicker as she sliced the ends off of two of the tentacles leaving them to spark and leak Energon. With Soundwave distracted, she ran forward and brought her knee towards his faceplate, promptly knocking him out.

The shock on Starscream's and Knockout's faces only intensified. Arcee was smirking now.

"Hate to punch and run, but…" the Autobot femme proceeded to run through the sliding lab doors and into the corridor.

Starscream trembled again in rage. "What are you waiting for?!" squealed Starscream, "SOUND THE ALARM! We CANNOT allow her to escape!"

Not a minute later, a blaring alarm along with flashing red lights filled the ship. Bumblebee watched as Soundwave, who recovered remarkably quickly, Knockout and Starscream quickly ran out of the room and into the corridor. The yellow mech smiled **, "Well, that was a good distraction"** he commented. Focusing back on Skidmark, 'Bee proceeded to detach the Cortical Psychic Patch device from the back of his head

* * *

 **Inside Megatron's mind**

Looking around, Skidmark saw the world around them began collapsing, causing Megatron to shake with rage. "They were watching! YOU TRICKED ME!"

"It's called deception Megatron, you're named after it aren't you?" Ben smiled as he retreated back to his own mind with a mocking bow.

"NO! TAKE ME WITH YOU! TAKE ME!" Megatron shouted as Skidmark disappeared.

* * *

 **The Nemesis**

Meanwhile, running down the hallways, Starscream activated his com-link and connected it to the ship's PA system.

" _Decepticons, the Autobot femme is aboard the ship. You are ordered to eviscerate her on sight!"_ He barked.

Soundwave and Knockout decided to split up to cover more ground. Knockout arrived at the corner of an intersection, only to stop dead in his tracks. Right in front of him was a small group of Vehicons, either with their head severed or gaping holes in their spark chambers.

"BOO!"

Startled, Knockout promptly screamed falling on his ass in the process.

"You're not gonna start moaning about your precious bodywork, are you?" Arcee joked

The sports-car Con had had enough of it now. He got up and sprung a punch towards Arcee, but she was quick to evade it, transforming in the process. She used the sloped wall as a ramp to gain height and run her moving rear wheel over Knockout's face, leaving tire marks present. He could feel the burning from the friction caused and thought a 'tactical' retreat would be best. Starscream finally rounded the corridor, only to see the same troops with gaping holes in the chests and Knockout driving away down the hall.

"KNOCKOUT! You coward!" Starscream yelled.

"Speak for yourself," Arcee's vehicle form spoke, transforming after.

He turned back to see the Autobot femme sprinting toward him. Acting out of instinct, Starscream leapt, transformed into his jet mode and blasted off down the corridor. The thrust from his engines sent Arcee careening back into the wall, leaving a sizeable dent. She pulled herself out of the dent and could still see Starscream jet form down the long corridor

"Leader of the Decepticons my ass" Arcee joked.

…

 **"Hurry Ben!"** 'Bee said as the cable was fully disconnected. His optics were still greyed out. After a few moments, his flicked back to green as he awoke from the mind transfer.

"Glad to be back in my own body" Skidmark claimed. 'Bee and Skidmark got out of the hiding spot behind the berth on to the main floor area of the lab and looked at the form of Megatron hooked up to the life support, "it's a good thing I don't have to go in there any time soon".

Suddenly, right on cue, the doors slid open as Starscream ran inside and quickly turned to press the panel to close the sliding doors. He was venting heavily, a frightened look on his face. He placed his servos on his knees, giving his body time to cool down. Both Skidmark and Bumblebee were surprised that he hadn't noticed them yet.

"That blasted femme! How did she get on board this ship?!" Starscream looked up to see the form of Bumblebee and an unknown Autobot in the lab in front of Megatron. He got a closer look at the unknown mech and noticed the Omnitrix symbol on his chest. This brought a look of despair on the Decepticon leader's faceplate. Now he would never get the chance to finish off Megatron.

"So, you must be Starscream," said Skidmark smirking, "I gotta say, you looked almost like I imagined you". Starscream was at least 10 feet shorter than him, so he had to look down him, making the seeker even more intimidated.

Faster than they could perceive, Starscream ran out of the Lab and quickly activated his com-link, "Soundwave, Knockout get to the lab at once! That shapeshifter is in there with Lord Megatron" _._

As the seeker ran out, Skidmark activated his com-link to Arcee through the Omnitrix "Hey Arcee, you readin' me?" he knew she would be happy to hear his voice, "we're on our way to now".

…

On the other side of the Nemesis, Arcee was in her vehicle mode trying to buy Ben enough time he needed inside Megatron's head. That was when she got the message _, "Hey Arcee, you readin' me? We're on our way to now"._ She was so relieved to hear Ben's voice (well Skidmark's voice) through her com unit.

"Reading you loud and clear partner" she spoke, smiling if she had been in robot mode, "don't bother coming after me, I'll come to you. It's easier".

 _"You're the boss,"_ Ben said smirking. Arcee did a 180̊ turn and went back the way she came, using the Vehicons she had offlined as breadcrumbs to lead herself back to the lab.

…

While waiting for Arcee, a few Vehicons made their way to the lab lead by Soundwave. Bumblebee decided to use the lab entrance as cover for blaster fire, while Ben and used his shield and vibrating sword to get up close with Decepticon Spymaster. He extended his tentacles out from his lower torso and transformed his hands into blasters. Skidmark had no problem blocking the blaster fire with his shield and used his sword to cut off the rest of Soundwave's tentacles, though he couldn't tell if he was doing any harm to the spymaster due to his emotionless face.

Bumblebee was having no issue in blasting the Vehicon troops from behind the entrance to the lab. Due to his cover, he received little injury to his person.

Soundwave, on the other hand, decided to play dirty and have Laserbeak detach from his chest. While he would attack from the front, Laser beak go from behind. Skidmark realized he needed to change play, but since he couldn't pause to deactivate the Lifeform Lock in the middle of the fight, he needed to get creative. He deactivated his sword and placed both hands behind his shield. He ran towards Soundwave with great speed, ramming him into the ground, knocking him out. He quickly deactivated his shield and brought up his blaster and shot at Laserbeak, causing him to hit the ground hard.

He looked down the corridor and heard the sound a motorbike engine and saw Arcee's vehicle form speeding down. She slowed down to transform and saw the states of Soundwave, Laserbeak, and Vehicons on the ground.

"Looks you had fun without me" she smirked, looking up at those bright green eyes of his.

"It wasn't all that" he explained, playing it down, "he decided to play dirty and I needed to get out of a tight spot. Call Ratchet for a Groundbridge and get us out of here".

Seconds later, Starscream and Knockout, all buffed and scratch-less came back with a small squadron of Decepticons. "Destroy all intruders on sight" the seeker ordered.

"Actually, let's get back to 'Bee" Skidmark suggested, "call Doc on the way". The shapeshifter and femme started running back towards 'Bee who made easy work of the Vehicon troops

"Hey Ratchet, we could use a Groundbridge to base right about now" she spoke into the comm link, "open it up at 'Bee's coordinates". Within moments, a swirling blueish-green and white portal opened up just in front of them.

Skidmark jumped through first, followed quickly by 'Bee. Arcee was about to jump through but shot a glare at the form of Megatron. She brought her blaster up and shot a single blast right in the centre of Megatron's comatose form, knocking off the line connected to the centre of his chest. "Good riddance" she spoke, finally jumping through the portal, allowing it close.

Starscream ran into the lab first followed by his troops, while Knockout attended to Soundwave. A smirk grew on his face as he saw that the medical monitors were red, full of error messages, and giving of an alarm.

Knockout and Soundwave walked through the doorway, the former looking around apprehensively as his knees shook in fear. "I-I-Is he gone?"

"What do you think?!" Starscream yelled, taking the smile off his face and replacing it with a fake look of disappointment

Knockout came forward to examine his injury; however, with a displeased expression, Starscream pushed the medic away. "You'll address my injuries later" he then turned his gaze to Megatron's lifeless form. "Alas, it was the inevitable outcome".

Soundwave stepped forward and shot the silver seeker a deadly glare through his visor, whilst pointing at Megatron.

Starscream sighed. "Of course, it would be wrong to allow Megatron to die at the hand of an Autobot" he turned to the crimson medic, "Knockout if you wouldn't mind".

The crimson medic waved his servo uncaringly at the two before he hooked up the cable right back into Megatron's spark chamber, cutting off the alarms and getting rid of the error messages on the screens.

* * *

 **Autobot Outpost**

An hour after Arcee, Ben, still as Skidmark, and Bumblebee accomplished their mission; Ratchet had quickly created the chemical cure and injected Optimus with it. In quick time, Optimus was already making a full recovery. The brown, corroded spots around his right optic were gone and it appeared to be looking healthy again.

As Optimus got up, Ratchet placed his left arm over his shoulders, providing support. "Easy there Optimus,"

Seeing that their leader was back on his feet, the Autobots and Team 10 clapped their hands and servos in applause. Optimus held up a servo and stated, "Please… save the hero's welcome for my physician… and our young Ben".

Another round of applause was initiated for Ratchet and Ben, the later pumping a fist in victory.

* * *

 **The Nemesis**

Starscream walked through the damaged entranceway of the laboratory. It had only been an hour since the two Autobots and shape-shifter escaped so they hadn't had time to repair all the damage. Although the silver seeker was pleased that the ship's shielding was finally repaired, and his own injuries were repaired too.

As he walked into the lab, he saw Knockout working by the monitor by Megatron's berth. "Ah, Knockout, so how is the patient?"

"Hmm… not sure what the Autobots did in there, but Megatron is registering zero brainwave activity" Knockout replied.

"Meaning?" asked Starscream.

There was a momentary pause as Knockout stepped back, getting a better look at Megatron. "Physically, he's stable… but now there's… no one home".

* * *

 **Autobot Outpost**

It was getting late in Jasper, so the inhabitants of Autobot Outpost Omega 1 decided to call it a night and go to their private quarters, all except a certain human shapeshifter and Autobot femme, who were standing outside their rooms.

"I'm so happy you're ok Ben" Arcee spoke, looking down.

"I'm just glad I don't have to go back in there ever again" Ben answered back, "it's not something I want to experience again; to not be in your own body and seeing what I saw inside Megatron's head has put me off the whole idea".

"What exactly did you see in there?" she questioned.

"Megatron standing in some sort of arena" Ben explained, "continuously destroying Optimus, Bulkhead and 'Bee. Mainly Optimus though, Megatron really has a grudge against him".

After talking, they continued staring into each other's eyes/optics as they reduced the distance between their faces. They brought their lips together and kissed for a few seconds before pulling away from each other's grasp.

"You do like me" the femme stated in disbelief.

"Well, I kissed you, didn't I? Ben answered back

Ben felt his heart beat faster as Arcee stared at him with a warm, caring smile. He started to sweat a little, not noticeable by Arcee, his heart was pounding through his chest, and his breathing became heavy. He had never seen Arcee look at him that way, it made him feel… very warm and fuzzy.

It was a feeling he loved, a feeling he hadn't felt since… Julie.

"I need to get to bed" Ben spoke, bringing Arcee out of her stupor, "mind-melding with someone really does take it out of you".

"Alright," Arcee said back, "I'll see you in the morning, partner". As she finished, she stood up and walked back to her room and Ben to his.

Ben was in his room when he had to lean against the wall and grab his head as an abrupt headache came about. He was completely unaware of the hourglass symbol on the Omnitrix and his irises glowing purple for a second before they went back to normal.

"What was that?" the hero wondered. He never got headaches, from anything, but he passed it off as a side effect of being in Megatron's mind.

Meanwhile, deep inside a dark region of the scout's mind, a pair of cold, bloodlust red eyes could be seen.

 _ **"I'm out… or should I say… in"**_ Megatron rasped, his silver helm coming into view. The Decepticon tyrant began to let out a raspy, malicious laugh.

* * *

 **A/N: Well readers, here's a present from me to you, another update. I hope you enjoyed the chapter. So Megatron is inside Ben's mind, this can only end badly.**

 **I'll see you guys next time… peace out!**

 **Next Chapter: Out of his Head.**


	16. Chapter 16

**A/N: Hello all, I know it's been a long time. I've been busy with a lot over the past year, so hopefully I can get back into the swing of things**

 **This chapter is going to get interesting.**

 **On with the show!**

 **A quick note:**

 _Ben and everyone else normally thinking will be italics_

 _ **Megatron talking and thinking in Ben's mind will be bold italics**_

 **Bumblebee's speech will be in bold**

 _Comm. Links will be in italics_

 _Omnitrix talking will be in italics_

 _Spells will be in italics_

* * *

 **Ben 10: Prime Force**

 **Chapter 16: What's up with Ben?**

…

 _Previously on Ben 10: Prime Force,_

" _A crash-landing buried here for centuries" Optimus spoke._

" _These Autobots didn't perish in the crash," Ratchet said, "they're displaying the effects of a virus"._

" _If a cure exists" Ratchet explained, "Megatron may be the only who knows it. You must enter his brain and find it"._

" _WHAT ARE YOU DOING INSIDE MY HEAD?!" Megatron shouted to Skidmark._

" _We have the cure! Bumblebee, Arcee, one of you disconnect Ben now" Ratchet ordered._

 _"NO! TAKE ME WITH YOU! TAKE ME!" Megatron shouted._

 _ **"I'm out… or should I say… in"**_ _Megatron rasped._

* * *

 **Autobot Outpost**

It's been a day since Ben, Arcee, and Bumblebee had snuck onto the Nemesis and recovered the formula for Cybonic Plague from Megatron's mind. It was early morning and Optimus was in the CR chamber while Ratchet was performing a check-up on Optimus's systems. The medic held a flashlight and shined it into the Prime's once infected optic. Standing by was Bumblebee, Arcee, and Ben who was standing on the catwalk close to the CR chamber.

"Follow the light" Ratchet said as he waved the light side-to-side. A smile crept on his face as Optimus's optic followed it without any difficulty. "Good. I wouldn't recommend anything strenuous Optimus, but it appears your systems have fully recovered from the Cybonic Plague".

The bars underneath Optimus's arms folded back, allowing the red and blue titan to step out of the CR chamber. "Thanks to your medical expertise, old friend."

"It was our young friend who braved unknown territory to find the cure, and Arcee who kept the Decepticons distracted long enough for Ben to secure it" Ratchet said modestly.

Ben waved his arms. "Ah, it was nothing."

"I just did what had to be done" Arcee added, rubbing her neck sheepishly.

" **Luckily for us, Megatron was still alive"** 'Bee stated.

"Did you just really say that?"Arcee asked in disbelief.

" **Yeah, I actually said that"** the yellow mech replied.

"What matters is that you are on the mend Optimus. While Megatron…" Ratchet trailed off.

"Is a different story… as far as we know" Ben finished, feeling a small headache come up, but brushed it off.

"He's right. I did my best to end Megatron's story. Just couldn't stick around long enough to see how it ended" Arcee admitted.

"You did what you could at the time, 'Cee" Ben assured.

Arcee looked and smiled at the object of her affections. The two hadn't had a chance to discuss their newfound feelings for each other and where to go from here; however, Arcee was planning to take Ben on a night ride tonight and talk to him about it. She was brought out of her thoughts when Bulkhead approached her and 'Bee to ask them something.

Meanwhile, Ben had walked away from the group to take care of something else as the Omnitrix symbol and his eyes glowed purple. The Hero of Heroes stopped as he studied his arms for a moment. As he did, inside his mind, a deep, raspy voice spoke.

" _ **These pathetic human bodies are pitiful at most,"**_ the Warlord proclaimed as he pinched and prodded himself. As he did, he became intrigued by the Omnitrix on his wrist. _**"This device must've allowed the human to enter my mind through the Cortical Psychic Patch, but how? If I can unlock its secrets, I can use it to get back to my body and leave this wretched human form. But I need to take control of it first."**_

 _Later…_

Arcee had quickly declined Bulkhead's offer for a game, but Bumblebee was eager to take up the offer. They gathered in an open area of the main ops centre. Behind them was a dashboard with a hoop on it, all fashioned from scrap material found in storage. In Bumblebee's servos was the lobbing ball. Meanwhile, Ben and Gwen were sat on a concrete slab whilst Kevin stood on the platforms, playing referee for the game to start.

"Alright, basketball… by way of Cybertron," Kevin noted. "Let the games begin!" He then blew his whistle.

'Bee spun the ball on one finger like a pro and tossed the ball to the hoop. Bulkhead, however, crouched low and jumped in time to catch the ball. The green wrecker spun around to shoot. This ball bounced from the board and through the hoop.

"One for Bulk, Zero for Bee," Kevin stated.

As the ball rolled back to Bulkhead's feet, he picked it up. He turned around to face the yellow scout with a cocky expression. "Come on. Best two out of three."

He threw the ball back, letting Bumblebee catch it with both servos. Bee then ran forward, juked Bulk to the right, and headed for the hoop.

"You're in the clear, Bumblebee. Dunk it!" An excited Gwen yelled.

She was indeed having a good time. It was nice every now and then to get away from school, books, and work and just enjoy downtime with her friends. Ben was the same; however, the thing happening between him and Arcee was on his mind constantly. He never got a chance to talk to her last night after he took a big step and kissed her. But he was hoping to talk to her tonight. Ben felt his heart rate increase just from thinking about the blue femme. Nevertheless, he made sure not to show it.

The teen refocused on the game and was surprised to see Bumblebee slam the ball right through the hoop. Ben, Gwen and Arcee cheered for his a-class effort, while 'Bee made a gesture for 'no applause please'. He was brought out of his gloating by Ratchet.

"Bumblebee, I require your aid" he called.

" **Oh, come on,"** Bumblebee protested, **"can't you get Bulkhead or Arcee to do it?"**

"It's too heavy for Arcee and Bulkhead will most likely break it" the Doc answered back, "no offence to Arcee, of course."

"Hey, that's less work for me" Arcee commented while Bumblebee groaned and dropped the makeshift basketball.

"I'll take 'Bee's place if you're up for challenge Bulk" Ben offered.

Bulkhead held the lob-ball with both servos, a confident mien on his face. "Can you handle losing?"

"I don't play to lose, Bulkhead, I play to win" the brunette teen replied.

"Well, too bad Ben. No way can you beat Bulkhead. He did beat Bumblebee after all," Kevin added, supporting Bulk one hundred percent.

"Hey aren't refs supposed to be unbiased?" Ben retorted.

Kevin shook his head. "Whatever," he muttered.

Ben smirked as he turned his gaze back to Bulk. These two think they can trash talk already, huh? We'll just see about that. "Since you need to be taught some humility, I vote Humungousaur!"

He activated the Omnitrix, selected the head icon, and slammed down the core. Gwen and Kevin covered their eyes while Bulk was forced to shut his optics and look away. After the green flash faded away, standing in Ben's place was an eight-foot-tall green, plant creature that stood on five, vine-like legs, Venus flytrap-like flaps on each side of its head, and had a single green eye. On its waist is a green and white belt with the Omnitrix dial in the centre.

" **Wildvine,"** Ben shouted in a hippie sounding voice. He took a moment to examine himself and scowled at the Omnitrix. "Ah come on, really?"

Bulkhead stared dumbfounded at the humanoid plant-man. "Huh… what kind of alien is that?"

"It's a Florauna." Gwen answered, "A sentient plant species like Swampfire."

"No way Mr Salad there can top you Bulk" Kevin commented.

"I'm gonna make you eat those words, Kev" Wildvine replied.

"Leave it on the court, Tennyson," Kevin responded and then blew his whistle.

Bulkhead looked back at Wildvine and smirked. "Okay, vegetable, let's play ball!"

He tossed the lob-ball at Ben, who stretched out his elastic arms and caught the ball easily. Wildvine grinned. Bulkhead and Kevin thought this was going to be a walk in the park, huh? Ben was gonna prove them wrong. Though he didn't want Wildvine, he could manage.

Wildvine then ran forward, dribbling the ball while doing so. Bulkhead made a grab for the ball; however, Ben tossed the ball to his other hand and then made a spin move on the large Autobot. He then leapt forward and dunked the ball in the hoop. The Autobot wrecker looked back flabbergasted, not expecting that form to be so agile.

"Hah, you were saying, Kev?" Ben taunted.

Kevin glared at Ben. "It's best two of three. You haven't won."

"Yet," Wildvine smirked.

"You're not getting the slip-on me again," Bulkhead said confidently.

The Florauna grinned and replied, "Alright, tell ya what, I'll let you get the ball this time."

Wildvine went to pick up the ball and threw it into Bulk's awaiting servos. The teen hero stood in front of the hoop defending it. Kevin blew the whistle, signalling the start of Round 2. Bulkhead dribbled the ball a couple of times and grinned. He figured since Wildvine was smaller, he wouldn't be able to defend a high ball thrown to the hoop.

"Defend this." Bulk said as he perfectly tossed the metal ball at the dashboard.

It would've gone in had Wildvine not stretched his elastic arms over twenty feet in the air to catch the ball. Bulkhead's mouth dropped a bit. He certainly didn't see that coming. Wildvine brought the ball down to his level and proceeded to perform some tricks with the ball by bouncing in between his many legs. He turned and ran for the hoop to make a nice clean throw, only to stop a few metres from it. He stood still as a statue while the others just stared at his frozen form. In his mind, multiple memories that weren't his flashed across his single eye as it and the Omnitrix glowed purple.

 _ **A punch to Optimus's face.**_

 _ **Reaching out to the Zombie Cons flying through the portal.**_

 _ **The Spacebridge walls collapsing.**_

 _ **The massive explosion of the spacebridge.**_

"Ben, quit hogging the ball" Bulkhead demanded.

Suddenly, the plant-like alien turned around and launched the ball at Bulk, letting out an almighty yell while doing so.

"Whoa!" The wrecker was quick to dodge it, letting it hit the rock wall with a loud crash.

Kevin slid down the ladder, blowing his whistle loudly. "Eh, flagrant foul! This is basketball, not dodgeball."

Bulk went to pick up the ball and walk back at Ben, an annoyed look on the former's face. "Uh Ben, the hoop's over there!"

"Sorry, I don't know what came over me," Ben said, rubbing his leafy neck guiltily.

"Ben, you okay?" Arcee asked, a hint concern in her voice.

"Yeah, yeah I'm alright." The alien assured; giving her a thumb's up. "Do over Bulk?"

"As long as you don't take my head off at any point" Bulkhead joked.

If anyone looked over to Gwen, she appeared to be in deep thought and concentrating on something. _'Something is different about Ben ever since he got back from their mission aboard the Decepticon ship.'_ She scanned Ben's Mana, unbeknownst to him, and she was surprised at what she felt. He felt cold, not the normal warmth he usually gave off. There was something wrong with her cousin and she was going to find out.

 _Later…_

Ben walked down the corridor, heading for his quarters to catch up on some sleep. He was tired from the match against Bulkhead, it was a win for him but the alien mech did put up a bit of a challenge. The hero stopped instantly as his eyes and the Omnitrix went purple. He brought his left wrist up to his eye level as inside the depths of 'Bee's mind, a pair of red optics shone through the darkness.

" _ **So, this device allows the human to transform into other beings. This could be most useful in conquering this world. No. the Galaxy!"**_ Megatron noted. _**"If I am to return to my body, I must first restore its functionality. How did I escape my remission?"**_

 _ **Megatron closes his optics, recalling a faint memory before he went into his coma. He was in space, floating amongst a field of debris. No doubt from the Spacebridge explosion. He then saw Starscream above him, holding a shard of Dark Energon.**_ That's when it hit him.

" _ **Of course, Dark Energon."**_ He then recalled seeing Starscream leaning forward, a smug sneer on his face. _**"Starscream,"**_ Megatron growled in intense fury.

* * *

 **The** _ **Nemesis**_

The Decepticon warship flew through the night sky across some region of the world. Inside the lab room that housed Megatron's inert body, Starscream stood above him, tapping his knuckles on the warlord's face.

"Knock, knock, is anyone in there?" Starscream sneered. "Nope, oh well." The arrogant seeker stepped away from the berth and continues, "Seems I possess the only thing that will allow you to rise up from that stand and walk again, my dearest Megatron." He then pulled out a shard of Dark Energon, tossed it in the air and grabbed it again. "Plucked from you very spark chamber, but… it cannot restore your mind. The Decepticons need a leader… not a decorative centrepiece. And I will convince them that I am the true heir to your throne with a plan so epic…"

"That not even the mighty Megatron could conceive it," Another voice added.

Starscream gasped and turned around to see Knockout, leaning against a wall with his arms folded across his chassis. A smug grin plastered on his face.

The silver seeker collected himself and replied, "Yes, that was the idea, Knockout." His tone then grew more serious. "How long have you been there?"

Knockout stood up from the wall. "Long enough, and its Commander Knockout now, future Lord Starscream" he answered, bowing before the seeker.

Starscream leaned his helm to the side and smirked.

* * *

 **Autobot Outpost**

Ben walked into the command centre and up to the human area after his long nap, he hadn't planned to sleep for so long, but he must've been more tired than he thought. He paused and stared at some sort of mechanized part that lay on the worktable. He went over to the station and picked it up.

" _ **Yes, go on human, obey my whim, "**_ Megatron rasped from Ben's mind.

Suddenly, Ben's blank expression became one of rage as he snapped the device in his hands.

"BENNNN!"

Ben's head snapped up and slowly turned to face a steaming Osmosian. "I needed that!"

He looks down at the crushed device blankly. "Huh, w-what?"

"What has gotten into you?" inquired Kevin.

Ben turns back to the medic bot and answers, "I don't know what you're talking about!"

Ratchet's optics widened a bit. "I'm calling Gwen and getting her to check your brain."

 _Later…_

Ben lay on the sofa that was in the human area. He was put to sleep by Gwen so she could more easily read his mind. Standing around them was Kevin and the 'bots in the open area. Out of all of them, Arcee seemed to be the most worried. She wanted to know what was wrong with Ben that caused him to act up. He nearly injured Bulkhead earlier when they were playing Basketball and now, he just snapped one of Kevin's devices for no apparent reason. It was so out of character for him. She had only known him a few months, but she could tell that he wasn't someone who would mindlessly destroy something that belonged to someone.

"I felt something off with Ben when he was going up against up Bulkhead," Gwen explained, "I scanned his Mana and usually he gives off a vibe of warmth, but it was different this time."

"Different how?" Arcee questioned, the concern in her voice was quite clear to everyone.

"He's cold," Gwen answered, "like he has no feeling towards anyone or anything."

"The experience in Megatron's mind must have had a lasting effect on his psyche" Ratchet added

Gwen was starting to get frustrated. "I can't believe I didn't scan Ben for any abnormalities when he got back."

Kevin laid a supportive hand on her shoulder. "Don't beat yourself up about it, Gwen. I'm sure Ben will be fine. He's one of the most stubborn people I know."

Before anyone could say anything else, the monitors in the main ops centre started to bleep, signalling that a call was coming through. Ratchet stepped forward to answer the call, Bulkhead and Optimus were behind him with Arcee off to the side of the human area.

" _Prime!"_ a video feed of Agent Fowler popped up on the screen, _"seen any Decepticons wearing hula skirts lately?"_

Bulkhead tilted his head in confusion. "Huh?"

"No, Special Agent Fowler… why?" Optimus asked.

" _I was hoping you would have a lead on the 'Cons who broke into the Kauai Naval Observatory,"_ Fowler replied. _"Place looked like it was attacked by an army of wrecking balls."_

"Why would 'Cons break into an observatory?" Arcee inquired.

" _Does the Hoit Nikogosian ring any bells?"_

"Huh?" a confused Kevin asked. "Now I'm lost."

"It's a space telescope in Hawaii," Gwen answered. She stepped away from Ben for a moment, getting in on the conversation.

" _As of last night, it's missing its primary lens,"_ Fowler continued.

"It's difficult to guess Starscream's intent without knowing where the lens has been taken," Optimus said.

" _Good thing the lens has a tracking device,"_ The agent notified.

On the same monitor, a map of the top of the Earth appeared. The signal was originating from the North Pole precisely.

"The Arctic?" said a non-thrilled Arcee. "Great. Another chance to freeze my sparkplugs off,"

The map then zoomed in, showing a large purple area right where the lens was located.

Bulkhead whistled. "That's an ND-7 Class, the biggest unminable Energon deposit on Earth."

"Unmineable… until Starscream melts his way down to it" Optimus deduced.

"With the help of the lens," Arcee finished.

"Melting a glacier that size will cause sea levels to rise and demolish coastal cities" Gwen stated.

"Okay, now that's a problem," Kevin said.

"Ratchet," Optimus commanded, "activate the groundbridge."

Arcee wanted to stay by Ben's side but she knew she had to help out with the mission, and she didn't want to make her feelings for Ben known to everyone else. She started walking to the groundbridge tunnel, but then stopped and turned around to look for Gwen, and saw she was sitting down by Ben's side. "Gwen, you coming?"

Gwen glanced back. "You guys go ahead. I'm gonna stay here with Ben." With that said, the Anodite teen returned her gaze back to Ben, who was out cold on the sofa. Arcee nodded in understanding before making her way to the groundbridge. She knew Gwen was worried about Ben; she couldn't blame her. If she could stay, she would.

* * *

 **North Pole**

At the top of the world, in a land of ice, it was a sunny day with sparse cloud cover in the sky. The silence was broken by a vortex of green and white swirling into existence. Optimus, Arcee, Bulkhead, 'Bee, and Kevin stepped out of the portal in that order. Kevin shivered instantly from the contact with the cold air, regretting not bringing any winter gear for something like this.

However, though it was cold, Kevin had a feeling it was much warmer than it should be. The three Autobots and Osmosian walked along the wall of ice, following the signal of the telescope lens.

"Much warmer than our last Arctic visit," Arcee noted. "Feels like summer."

They finally reached the edge of the ice wall. Peaking their heads out, they could see the _Nemesis_ a few miles away, hovering over a thousand feet in the air. It was shooting a dense orange beam into the thick ice below where there was a large mass of steam billowed out of the small area that the heat-ray was targeting. It was then Kevin realized why it was warmer than usual. That beam was really heating things up.

"Here… that's a bad thing," Bulkhead added.

"As if Global Warming wasn't bad enough… now this?" muttered Kevin. He then shook himself out of his musings and focused on what was important. "So, what's the plan?"

"I have one," Optimus began, turning his attention down to Kevin. "I normally try to keep you and your friends out of danger if I can; however, your abilities may prove to be vital here."

Kevin grinned. "Tell me what to do."

* * *

 **Autobot Outpost**

Gwen sat by the edge of the sofa, staring at Ben's motionless form. She was indeed worried about her cousin. He had been a brother to her, even though he was a pain in the neck at times. The redhead was interrupted from her thoughts when Ratchet stepped forward.

"Gwen, sitting there won't make him recover faster," Ratchet remarked.

She sighed. "I know… but I need to stay by his side. Ben would do the same for me."

Ratchet hummed in understanding. He could see that Gwen cared for Ben, not in the same way that it seemed Arcee did, it was more familial wise.

"Is that why you didn't go with the others?" He asked.

Gwen nodded. "Yeah… besides, they can handle the situation."

She had confidence that the 'Bots and Kevin could deal with the Decepticons and once again foil their scheme.

"I know they will" Ratchet continued. Ratchet turned the other way and made his way to storage. "Gwen, I'm going into the storage room to see the state that Bumblebee has left it in. You know what that means?"

Gwen smiled, "don't touch anything."

He nodded before walking off. The Anodite teen laid her back in her chair and closed her eyes.

" _ **Arise my servant"**_ Megatron commanded within Ben's mind and without warning, his purple eyes shot open. He stood up from the sofa and made his way down to the main ops centre.

Meanwhile, the sound of footsteps across the metal floor had woken Gwen up. She stared in surprise as her cousin walked out of his slumber and into the main ops centre.

"Ben?" Gwen got up and pursued him.

When she got into the control centre, she saw 'Ben' cycling through the watch before slamming it down and being engulfed in bright green light. In his place was standing the form of Upgrade. He fused himself with the groundbridge controls and select a specific set of co-ordinates and activating the portal. He unfused from the control panel and went back to human form

"Ben, what are you doing?" Gwen called. She ran after him and grabbed his arm trying to gain attention. This proved to be a mistake because as soon she did, 'Ben' turned and sent a right punch across her face, sending her to the floor. She landed with her head hitting hard across the concrete, "Ben, what the hell was that for?! Ben, answer me!" she shouted, but it was clear there was a hint of fear in her tone.

She watched as 'Ben' ran into the portal, disappearing from sight. Right on cue, Ratchet ran into the room and stood in front of the bridge and saw Gwen lying on the floor.

"Gwen! What happened? What did you do?" demanded Ratchet.

"Nothing! Ben just got up and went over to the controls. I tried to get his attention, but he attacked me" she answered. She felt across her face, then touched her lip and as soon as she did so, it felt sore. Ben had split her lip.

"Where could he possibly be going?" The medic bot inquired.

* * *

 **Unknown location**

In the bottom of a rocky chasm, 'Ben' walked through a field of rock and dismembered Cybertronian parts. This was the previous battle site between Optimus, Ratchet, and Megatron's undead army of fallen Cybertronian warriors. He scanned the area, his eye narrowing in contempt.

" _ **Where is it? Where?!"**_ Megatron's voice rasped.

Flashbacks played back through his mind.

 _ **Standing tall on a rocky peak.**_

 _ **Holding a glowing violent shard high in the air.**_

 _ **Throwing it into the ground.**_

'Ben' then turned his gaze to a crater below the rock structure he stood upon to watch the battle. He walked over to it and inwardly grinned, seeing that the shard of Dark Energon was still there.

Ben had his hand mere inches from the shard before a voice spoke. _"Unknown radiation source detected. Selecting transformation"._ 'Ben' looked around to see where the voice was emanating from and saw that it was coming from the Omnitrix on his wrist, while it was flashing red. Immediately after, he was engulfed in a green light. The Omnitrix had chosen its sample for a Cybertronian. But 'Ben didn't transform into Skidmark. Standing in his place was the 40-foot form of Megatron. He looked over himself, gaining an evil grin across his faceplate.

"Well, what a fortunate turn of events" Megatron spoke, letting a maniacal laugh. He outstretched his servo grasping the shard in his grip. He brought the dark substance up to his eye level before simply dropping it to the chasm floor and turning the other way. He no longer needed it.

* * *

 **Autobot Outpost**

Gwen was in the human area, standing behind the railing nearest to the groundbridge console; a worried mien evident on her face. She was able to touch up her lip after the punch that cousin had given her. She was going to give him a piece of her mind when he got back. Ratchet typed into the terminal, pulling up the co-ordinates Ben had travelled to.

"These are the coordinates to our previous battle against Megatron's undead army" Ratchet explained.

"M-Maybe we should call Optimus? Or one of the others?" Gwen offered.

"Everyone else is busy trying to keep a polar icecap from melting. We must handle this ourselves." Ratchet responded.

He entered in the last set of co-ordinates and pulled down the lever. Just as the groundbridge activated, they heard the heavy metal footsteps that could only belong to a Cybertronian. They both looked over were horrified to see the form of Megatron walkthrough.

"Megatron?!" Ratchet asked while stepping back, "How is it you are here? Arcee said she ended you."

"Well if it isn't the Autobot's medic Ratchet, I believe you Arcee was misinformed on the situation" Megatron claimed then looking over to the tiny form of Gwen, "and I see you have taken in some of the indigenous lifeforms as pets."

"I am no one's pet" Gwen clarified as her hands were covered in glowing pink Mana and her eyes the same, "let me show you." She wasted no time in firing a torrent of Mana towards the Decepticon leader, sending him into the back wall.

"I see you are enhanced as well just like the other human," Megatron noted as he got up from the attack, "Ben is his name if I am not mistaken."

"BEN?! Where is he?! What have you done with him?!" the Anodite demanded from the Titan as she prepared to blast him again.

"You may not want to damage me too much, you wouldn't want his body too badly hurt" Megatron commented as he unsheathed his sword and prepared to slice. Ratchet blocked the path of his blade with one of his own and attacked with a secondary blade. Being the seasoned warrior that he was, it easy for Megatron to evade the slash and counter with a right hook to the face of Ratchet. He took the hit and countered with an uppercut to Megatron's jaw.

Gwen stood back and watched the battle between the two mechs. What Megatron said stayed in her mind. That's when penny had finally dropped. This wasn't Megatron. "Ratchet, stop!" she cried out, "that's not Megatron, that's Ben."

The call had briefly distracted the CMO, but it was enough for the Decepticon to land a hard blow to his chest, knocking him to the ground. "How is that possible?!" Ratchet inquired, but it dawned on him, "the Cortical Psychic Patch. You followed Ben back into his mind."

"So, the good doctor has finally figured it out," Megatron remarked, "I had originally planned to return to my own body, but after witnessing what this device can do, I can see that that would be a step backwards. These abilities will allow me to destroy anyone who is in my path. Observe." Megatron slammed on the Omnitrix on his chest, engulfing himself in green light and shifting his form. Standing in his place was Diamondhead, but he was different. Instead of the usual blueish-green crystals, they were a dark purple, with three spikes extending from his forearms, one above each kneecap and larger extensions from his shoulders.

"It's getting worse," Gwen stated, "Megatron's learnt how to change his form. It's only a matter of time before he accesses the stronger ones." She knew exactly how powerful the Omnitrix was, if Ben wanted to, he could rule the Universe with an iron grip, or just destroy it with the flick of a wrist. They needed to stall him, so she made her way down to the main area. "Ratchet, I'll handle Megatron, you call the others and see if anyone can help us out." Her hands were engulfed in pink Mana, the same as her eyes and her normal hair was replaced with glowing locks of pink energy. "Ben, I can feel you in there, you gotta work with me," she wanted to get through to him, see if he could break free of Megatron's control, but no such luck. "Also, I'm saying sorry in advance, cos this is probably gonna leave a few marks. _Adfishio Potentia_." As she uttered her spell, multiple beams of Mana shot out of her hands and towards the corrupted Diamondhead. He brought his arms up in front of him, thinking it would block the attack, but he hadn't anticipated what it actually was. The streams of Mana wrapped around his appendages and he was raised several metres above the ground. He was then repeatedly thrashed around the massive room like a ragdoll.

Ratchet watched the attack then Gwen was putting out on her opponent, she truly was a force to be reckoned with. But this was no time for him to be an audience, he needed to alert others. He made his way to the control terminal and accessed the Comms. link. "Optimus, Arcee, Bumblebee, Bulkhead, come in. We have a dire situation, I repeat, we have a dire situation."

* * *

 **North Pole**

From the top of the Decepticon flagship, the powerful heat-ray continued to rain down on the glacier below. Standing by the heat-ray gun, Starscream held his hands behind his back and sneered, staring down at the mass of ice subliming into steam.

"I love it when a plan comes together!" He proclaimed with a victorious look on his face.

His grin faded away when he heard the sounds of automobile engines. He turned his gaze to the glacial plain below to see a green SUV, a blue motorcycle, and a yellow muscle car heading toward the ship at a high speed.

Starscream's red optics narrowed. "Autobots," He said scornfully.

"Please, Lord Starscream," Knockout offered as he bowed, "Allow me to handle them." The crimson mech then turned his attention to a larger blue mech and five Eradicons standing by. "Breakdown, Team Beta, TOTAL them!"

Breakdown grinned sadistically before rushing forward, the five drones following in his wake. The blue mech fell towards the ground while the drones shifted their bodies into jet mode. As Breakdown impacted the ground, a shockwave shook the surroundings, throwing up tons of ice into the air.

The violent shockwave caused Bumblebee, Arcee, and Bulkhead to lose control. The trio quickly transformed into their bipedal modes, skidding across the icy ground until they came to halt. Standing in the middle of the three Autobots was Breakdown and the Eradicons, the later having their blasters deployed.

"You two handle them," Bulkhead ordered, forming his mace arm, "leave Breakdown to me."

" **You're the boss,"** Bumblebee answered back. He formed his twin blasters while Arcee deployed her twin arm blades. They made a dash towards the team of Vehicons, who opened fire on the duo. It was easy for them to weave in and out of the blaster shots and take down a couple of the drones, 'Bee shooting holes through one, while Arcee sliced through the other.

…

Meanwhile, looking towards the Decepticon warship atop the mountain of ice were Optimus and Kevin, the later covered in blue metallic armour, courtesy of the Autobot leader.

"Still think is going work?" the Osmosian questioned. He had been wary of this idea since Optimus had suggested it. It was a big drop.

"We will encounter some resistance when we board but for a person of your abilities, it should be as you say, 'a walk in the park'," the mech answered.

"I'm not worried about that," Kevin replied, "will you be able to be fast enough to make that jump? Cos, I don't plan on being crushed into paste today."

Optimus was about to answer when he received a communication from base. _"Optimus, Arcee, Bumblebee, Bulkhead, come in. We have a dire situation, I repeat, we have a dire situation."_

"What is the problem Ratchet?" Optimus ordered.

" _Megatron has gained control of Benjamin's body!"_ Ratchet informed. Optimus could hear the fear that emanated from the Medic's voice.

"How is that possible?" Optimus inquired. He had heard some of the stories of what young Ben could do with his Omnitrix, he was a force not be taken lightly. But he knew Megatron. Megatron was a seasoned warrior, trained in the art of gladiatorial combat. Someone like that in control of a device that could easily be the most powerful device in the Universe, how could that be stopped?

" _It was the Cortical Psychic Patch,"_ Ratchet explained, _"it acts as a two-way conduit. When it was disconnected, Megatron followed Ben back into his mind. CRSSSHHH. Optimus, we need back up, Gwendolyn can only go on for so long. I will open the groundbridge at your location."_

"I will send someone," Optimus said, then proceeded to contact Arcee. "Arcee, did you receive Ratchet's communication?"

" _I did Optimus,"_ she answered as she sliced the head of another Vehicon clean off, _"they need reinforcements."_

"That is why I am sending you and Kevin back to base," the Prime commanded.

" _Got it Optimus,"_ Arcee accepted the orders without hesitation then turned towards her partner. "You get all of that 'Bee?"

" **Yep,"** he beeped in return, **"you go do what you need to do."**

She shifted her form into her vehicle mode and sped off towards the ice mountain.

"Why are you sending Arcee and I back to base?" Kevin argued, bringing the Optimus' focus to him.

"A situation requires your urgent help back at base. Megatron has gained control over Ben's body and is currently engaged in battle with Gwen," Optimus told Kevin.

This revelation made Kevin's heart skip a few beats. This was bad. "We need to get to back" he followed.

"Ratchet has opened the groundbridge at the base of this summit," Optimus informed, "I will handle the forces on the flight deck."

Kevin jumped off the ice, plummeting quickly into the ice below, where he met up with Arcee. "Get on," she ordered. He mounted her form before she kicked into high gear and entered the swirling green vortex.

* * *

 **Autobot Outpost**

When Kevin and Arcee exited the portal, they were shocked at the scene they saw. The Base was trashed on the inside, chunks of rock were missing from the walls, dark crystal shards were littered all over the place, there were deep holes in the floor and their equipment was destroyed. The duo split to search the main area for any sign of Gwen or Ratchet, with Arcee finding Gwen in no time.

"Kevin, over here" the female mech called. Kevin ran over to see what state Gwen had been left in. She was out cold on the floor with scuffs and bruises littered all over her body. From what he could see, she didn't have any lasting damage.

"You go find Ratchet, I'll help Gwen," Kevin advised Arcee. She ran down one of the corridors in search of the medic while Kevin tended to Gwen. He put his head to her chest to listen if she was still breathing and gladly, she was. "Come on Gwen, wake up. You gotta wake up."

She started to stir and coughed up some dust but was happy to see that Kevin was there once she opened her eyes. She quickly wrapped her arms around him and began to tear up. "Kevin, I-I-I couldn't stop him," she said through the tears before facing Kevin, "I tried everything, but I couldn't hurt him. Megatron has learnt how to use the watch and he's only getting better. The longer he's in Ben's body, the less likely we are to get him out."

"So, what are you saying?" Kevin questioned.

"We need to get Megatron back into his own body," Gwen suggested.

* * *

Arcee found an Energon trail on the floor that lead to where Ratchet and Lodestar were engaged in battle. But the magnetic alien wasn't what she had seen before. Lodestar had a metallic silver and purple body with three-toed feet and three-fingered hands. He had four-inch spikes extending from his elbows and three-inch spikes extending from above his kneecaps. But what really freaked her out was that it was Megatron's head levitating between the shoulder extensions. She looked over to Ratchet and he was barely standing, he was leaking Energon from multiple breaks in his armour.

"Ratchet," she shouted, "stand down, let me handle Ben." She deployed her blade on her right and her blaster on her left.

"That… is not… Ben," he struggled to speak, clutching his stomach area in pain, "and you can't take him on your own."

"Ratchet, you can barely stand," she commented on his condition, "let me handle him."

He limped out of the storage room, holding the wall so he could keep his balance. "Be careful," he warned as he left.

"Ben, I know you're in there," she began, "you gotta fight it."

"Ben is not here," Megatron snarled before slamming the Omnitrix symbol on his chest. His form shifted to a Cybertronian, Megatron's. "You have no idea of the power wield with this device," he explained pointing to the symbol on his chest, "I have learnt much from being in this human form, especially of his emotions towards you. Interspecies relations make me sick." He brought his right arm up to deploy his blade and let out a battle cry as he swung.

Due to her small stature, it was easy for her to evade the attack and send multiple blasts to his chest, but they left no visible damage. Seeing this, she retracted her weapons and shifted to vehicle mode. She set off around the room, narrowly avoiding any obstacles in her way before driving on to the wall and whizzing around the room. Because of her high speed, the warlord couldn't keep his optics on her, and this was exactly her aim. With his back turned towards her, she transformed to robot mode, propelled herself off the wall, deployed her twin arm blades and dug deep into Megatron's back.

"AAAGGGGHHHH," he growled in agony trying to grab the smaller mech off of him but to no avail. He began to run backwards, but Arcee couldn't tell what he was doing until it was too late. He slammed into the wall, crushing his opponent with her letting out a scream before falling to the ground. "An Autobot stabbing someone in the back?! I'm surprised," he retorted turning to her on the ground.

Arcee tried to push herself up off the floor however she could feel the soreness starting set in. But she needed to power through. She needed to stop him. Ben had told her stories of what he had done, she didn't believe first, but after seeing some of the things he could turn into, it convinced her. There was no telling what Megatron could do with the power of the Omnitrix.

"Time for the Autobot numbers to reduce again," he spoke with conviction in his voice. He withdrew his blade and aimed his fusion cannon at the femme's head, ready to fire.

"Nooooo!" she cried out, closing her eyes and bringing her arms up in front of her face to try and block the blast. She heard the shot, but it never came. She cracked her eyes open and saw the weapon smoking, but it wasn't aimed at her. She looked over and was shocked to see an arm push Megatron's to the side. It was connected to his body, but it wasn't his. It was Skidmark's.

"You. Will not. Harm her," Ben voice spoke with a metallic undertone from Megatron's mouth and his eyes bright green. The two arms began fighting each other for dominance until Skid's punched Megatron's face **(A/N: or is that his own?)**. She couldn't believe her sight. Ben was gaining back control.

Megatron grunted in pain from the impact. "I will not be overpowered by a human child," he shouted, his eyes flicking back to purple.

"Arcee… hit the Omnitrix," Ben struggled to say as he fought against Megatron for control, "it'll turn… me… back. When I'm human… I need you to… knock me out."

"Ben, no!" Arcee argued against it while she got off the floor, "I could seriously hurt you if you're human."

"Arcee, just do it!" Skid shouted, "we don't… have time… for this. GAAAAHHHH." The mech fell to his knees as both Megatron and Skidmark grabbed their head in torment, screaming as they did so. Arcee ran over and slammed the symbol on their chest, engulfing him in a bright red light. She covered her eyes to stop herself from being blinded and when she opened them, she saw Ben still clutching his head, one eye it's normal green, the other purple. She did as Ben wanted and now, she had to knock him out. She went behind him and brought her finger round to his neck, lightly enough to restrict his breathing but not hard enough to take his head off, letting a tear fall across her cheek as she did so. She couldn't watch as he choked to take in air and before long, he stopped grabbing his head as he was out cold. She carefully listened for his heartbeat and thank Primus he was still alive. She gently picked him up and carried him to the main area.

When she arrived, she saw Kevin tending to Gwen's injuries and Ratchet tending to his own. The metallic footsteps grabbed their attention, with Gwen getting up and going towards to the railing. "How is he?" she calmly asked.

"He's out for now," Arcee answered, "don't know for how long though."

"Then that gives us some time," Ratchet started, "what do we do?"

"You're not gonna like it," Kevin responded, "we have to get Megatron back to his own body."

The look of dread was apparent on the medic's face, not so much on Arcee's. "You can not be serious?!" he argued.

"What choice do we have?" Gwen said in return, "we can't leave him inside of Ben."

"Arcee?" Ratchet asked, turning towards the femme.

"I agree with others," she replied, looking down at his sleeping form, "it's too risky. We could just barely take him, the longer he's in Ben, the more he'll know." Ratchet's anger dissipated; he knew they right

"So, we all agree then," Kevin concluded, "but that still leaves the question of how? Don't forget, Arcee said she shot him, well his body, before they got back from their ship."

"Ratchet," Gwen called, "you said that Megatron went to back to where you fought against his undead army. Why would he go back?"

"He said he was going to return to his own body," Ratchet surmised, "the only way he could do that is… is with Dark Energon. He used it to revive the dead, so he would've used it to bring his own body back to life and use the Cortical Psychic Patch to return his mind."

"So, we do the same," Arcee continued, "use it to put Megatron back into his own body. Wow, I can't believe I just said that." It disgusted her just to think that.

"We will need to be quick," the medic reasoned, "the longer we are exposed it, the more a negative effect it will have on any of us."

"Send me to go get it, while you lock on to the co-ordinated of their ships," Arcee suggested as she put Ben down where Gwen and Kevin were. "Do not let him wake up," she warned. Gwen and Kevin nodded in understanding.

"Arcee, take this," Ratchet said as he handed her a container of sorts, "it will reduce your exposure to the Dark Energon." She grabbed it before running into the groundbridge. He closed it as locked on to the Decepticon ship's co-ordinates, letting a small chuckle exit his mouth, "they still haven't fixed their cloaking tech."

" _Ratchet, open it up,"_ Arcee signalled, _"I have the Dark Energon."_ He opened the portal, letting the femme come back though, carrying the dark substance.

"I have opened us a portal to the Decepticon warship," Ratchet began, pulling the handle, "we will likely encounter some resistance when we board." Ratchet shifted into his vehicle mode, so all of Team 10 could travel easier. Kevin carried Ben and placed him in the back with Gwen following him. They all entered the glowing green vortex, gaining access to the warship.

* * *

 **Earlier at the North Pole**

After Arcee and Kevin entered the groundbridge, Optimus turned the other way and ran to gain some distance from the edge of the cliff. Once he was far enough, he shifted to his vehicle mode. He hit top speed within a few moments and went flying up towards the warship. He transformed again, grabbing on to one of the many spikes that extended from the hull and climbed up to the flight deck.

Down on the ice, Bumblebee made quick work of the Decepticon soldiers and went on to help Bulkhead with his adversary. Bumblebee charged at Breakdown, who also charged at the Autobot and because of his larger size and weight, he was easily able to plough down the scout. Breakdown picked up the scout and threw him across the desert ice, allowing him to properly take on his enemy, one on one.

"I'm gonna put you on ice," the Decepticon yelled. They ran at one another while deploying their weapons, Breakdown, his hammer arm and Bulkhead, his mace arm, each letting out their own battle cry as they did so. They collided, sending a shockwave that was so powerful, it sent a giant crack right through the ice sheet and throwing up millions of tiny ice particles into the surrounding air.

From atop the _Nemesis_ , Starscream and Knockout watched the battle that ensued below.

"Is it just me or do the 'bots seem a little understaffed?" Knockout noted, "and where is their shapeshifting friend?" Knockout had seen what Ben could do, he could easily take down any of the Decepticons so surely, he would be here. He was brought out of his train of thought by the sound of an automobile approaching. Both and Starscream turned to see the form Optimus Prime's vehicle mode coming at them at high speed.

"What good is a second-in-command who fails to watch the rear?!" spoke a fuming Decepticon leader grabbing the medic's face with his long fingers. He went over to the heat weapon, knocking its current operator off the seat. "Get out of my way" he commanded. He accessed the control panel, moving the orange beam into the direction of the Autobot leader, heating up his exterior.

Optimus growled in pain as the beam struck him and slowed down his approach. "AAAAAAHHHH" he yelled before transforming, leaping into the air and slashing the lens right off the weapon. Because there was nowhere for the beam to focused into, it exploded sending a rush of air in all directions and Prime crashing into the ice sheet below.

He landed near where Breakdown, Bulkhead and 'Bee were fighting, with the latter two shocked to see his smoking form. His fellow Autobots called to him but he just groaned in pain. It wasn't long before Starscream landed with a squadron of Eradicons around the three, blocking any chance three had of escape.

"What an excellent opportunity for me to end the last of the Primes," the seeker snidely remarked, "cementing my position as the true leader of the Decepticons."

* * *

 **Aboard the** _ **Nemesis**_

Arcee, Ratchet and Team 10 made it on to the ship with no issue. They looked down all the corridors and couldn't see Starscream, Knockout, Soundwave or any Decepticon drones.

"I guess they all decided to take a vacation," Kevin quipped.

"What's more likely is that they all engaged in battle outside," Ratchet explained, "we must be quick. We don't know how much time we have." Ratchet lead them to the medical lab of the _Nemesis_. As Arcee walked in, a disgusted look fell upon her face. Megatron's own form lay right there, still breathing. Her last shot did nothing, and now she about to put his mind back into his body. Kevin and Gwen got out the back of Ratchet, with the former carrying Ben's sleeping form and placing him calmly on the floor against the wall.

"So, what do we do now?" Kevin questioned.

"We need to use the Dark Energon to revive his body, then use Cortical Psychic Patch to put his mind back," Ratchet clarified, grabbing the patch, "one of you transform Ben into his Cybertronian form so the transfer can be done."

Gwen walked over to Ben and activated the Omnitrix. She cycled through the icons, stopping at his Cybertronian form and pressed the core. The room was engulfed in green light and in Ben's place was an amalgam of Skidmark and Megatron. The lower left arm, the upper right arm, the chest and the entire left leg belonged to Skidmark while the rest was the Decepticon warlord. They were all shocked at the deformed being but Arcee most of all as tears formed in her optics.

"Arcee," Ratchet explained, "while I connect the patch, you must put the shard directly in the hole in his chest." Arcee made her way with the container to the berth while the CFO went over to Ben. With one end already connected to Megatron, he connected the other end into the back of his head. Arcee opened the storage unit and took the dark substance in her hand, the purple glow bathing the room. "Now Arcee!" Rachet commanded and she proceeded to stab the shard directly into Megatron's spark chamber.

After a moment, for the first time in over two months, Megatron's face began to twitch… until finally, his bloodlust eyes reopened! The warlord got off the berth with his heavy footsteps echoing through the room.

With wide eyes and optics, the three 'Bots, Anodite and Osmosian teen took cautious steps back as Megatron stepped toward them, his forty-foot-tall form casting a dark shadow over them.

Gwen and Kevin, at that moment, gawked at the towering, silver form of Megatron. They could see why the Autobots and why most of the Decepticons feared him. He was huge and very intimidating. Even though she had seen worse, he was at least in the top three, right behind Dagon and tied with Vilgax.

Suddenly, a squadron of at least five Vehicons ran to the door, only to stop dead in their tracks and stared in astonishment at the awakened Megatron.

"Decepticons…" Megatron's deep voice bellowed, "your rightful lord and ruler has returned. Take care of these pests while I claim my prize." Both Autobots and Decepticons deployed their weapons while Kevin and Ratchet blocked Megatron's path.

"There is no way in hell that we are letting you get the Omnitrix" Kevin retorted as he absorbed the metal floor and shifted his hands into maces as both, he and Ratchet rushed the warlord. Gwen tried to wake up Skidmark while everyone else was in battle.

"Come on Ben, wake up," she spoke, "now is no time to be sleeping. Wake up. WAKE UP!" she acted on her last sentence sending a small Mana blast to his face. He instantly woke up and looked down at Gwen standing on his chest.

"Aaaggghhh! What in the world was that for?!" he demanded. She didn't say anything, just pointed to what was behind her. "Oh, that." Gwen quickly got off his form, letting him stand on his two legs. "Thanks, Gwen. Just know that I'm getting you back for that," Skidmark joked before turning mech that was in control of his body. "Hey Megatron, is this what you want?" Skid taunted while pointing to the Omnitrix symbol on his chest, "come get it." He darted for the door with his shield deployed, running down the drones that were in his way. Megatron threw Kevin off of him and hit Ratchet square in the chest, sending him back and soon chased after Skidmark.

Skid ran through the corridors with Megatron on his tail. The hallways were long with many twists and turns but he soon found his way to the smoking flight deck. They both turned towards each other, Megatron deployed his swords, while Skidmark deployed his twin arm blades. They charged at one another, Megatron performed a downward slash at his opponent but it was easy for Skid to block it with his two blades.

"A human doesn't deserve to wield a device like that," Megatron snarled, "I will gladly remove it from your dead corpse and put it to better use." He began to push down, sending Skid down on to his knees.

"Many have tried Megatron," Ben replied, "but here I am, still standing." He withdrew one of the blades and shifted his arm into blaster mode and sent a shot right into the Warlord's stomach, causing him to reel back. He sent a few more shots towards Megatron, but he evaded them ease before retaliating with his own Energon blasts. Skidmark quickly deactivated his cannon and brought his shield, blocking the attacks, however, they still sent him back near the edge of the flight deck. Skidmark's attention was brought away from the Decepticon leader and to the icy desert below, where he Bulkhead and Bumblebee fighting off against a squad of drones and Starscream. At this sight, an idea formed.

"You know Megatron," Ben spoke, "while you were in my head, I saw everything you were thinking. I know who put you in that state, and from up here, I can see him right down there," he pointed. "You could try and get the Omnitrix, emphasis on try, or you could get revenge on the one who usurped your position as the illustrious leader of the Decepticons. I know what I'd rather do." The last line was obviously a lie, but he knew how much Megatron wanted payback for how the sly seeker betrayed him. "And you may want to be quick, you wouldn't want him to snuff Optimus, would you?" now he was really pressing the warlord's buttons.

"My lust for revenge is equal to that for power," the silver mech answered in return, "you have escaped my wrath this time Benjamin, but I will get the Omnitrix." With that closing line, Megatron shifted his form to alien jet mode and shot off into the sky.

"Ben!" He turned at the mention of his name and he saw the rest of his team. They were so happy to see their friend/family not being controlled by a maniacal warlord. He slammed the Omnitrix so he could go back to human and in that instant, he was embraced by Gwen.

"Uuhhhh, Gwen… I think you're forgetting… that I need… to breath," he struggled to utter as she loosened her grip. "So, anyone have an idea of how we get home?" he questioned.

"He's got a point," Kevin continued, "with everyone here, there's no one to man the groundbridge."

"I have a solution for that exact situation," Ratchet answered.

* * *

 **Down on the Ice**

The corpses and dismembered parts of Eradicons littered the ice sheet, the handy work of Bulkhead and 'Bee, while Optimus, in his injured state, handled Starscream, who had taken to the skies. Optimus sent a multitude of Energon shots aimed at the seeker, but his small form and high speeds meant every shot was a miss. The Autobot leader saw the silver fighter jet gaining altitude before it curved backwards until it was performing a nosedive. His widened from shock, realizing Starscream was aiming straight towards him.

"Megatron's greatest mistake was not terminating you sooner, Optimus Prime!" Starscream roared as he deployed his missile, preparing to fire it.

However, just twenty yards away from destroying Optimus, an unknown silver jet soared out of nowhere and collided with Starscream. Optimus stood still, clutching his centre, and looked up at the unknown aircraft. He narrowed his eyes at it until it finally clicked.

"Megatron," Optimus uttered in shock.

"He's back," Bulkhead said in horror.

From the _Nemesis_ , Starscream collided into one of the symmetrical spikes jutting out from the ship. With a groan, he sat up and stared at the silver and purple Cybertronian aircraft hovering before him. After the sounds of shifting plates and gears, the craft reassembled into the bipedal form of Megatron. The warmonger gazed at Starscream, a malicious fire in his blood-red optics.

"L-lord Megatron, y-you are… you are healed!" Starscream exclaimed in fake excitement. "Praise the All-Spark! It is a miracle!"

Megatron sneered at the seeker below him. "Oh, it will be a miracle, Starscream. If you survive what I have planned for you!" He retorted.

Starscream's expression went blank from dismay, deducing Megatron somehow found out he tried to kill him. Without hesitation, Starscream stood up and transform into his jet mode, intending to fly away. However, Megatron swiftly grabbed the arrogant seeker from his tail wings and threw him across the ship uncontrollably.

Starscream again collided with another spike, quick to grab onto it before he plummeted to the earth below. He coughed up a bit of Energon, feeling a wave of pain consume his systems. Megatron flew toward him and again transform to his robot mode. He stepped down the spike, a killer intent evident in the way he walked and on his scared facial plate.

Starscream started to hyperventilate and crawled backwards. The seeker tried to switch the warlord's mind to something else as he pointed to the Autobots in the distance.

"T-the Autobots… are down there." He gestured below.

Megatron, however, ignored Starscream as he narrowed his malign optics upon him. "My biggest mistake?! I've made a few." He admitted. "But there is one I intend to never make again!"

Megatron grasped his servo around Starscream's face and began to drag him back toward the ship whilst the seeker started squirming in fear.

"N-no, master," he begged. "NOOOOO!"

From the glacial plain below, the Autobots listened to Starscream's… well… screams as the Decepticon warship started to fly away.

"So… Megatron's back. That doesn't bode well for us" Bulkhead said.

"No…it does not," Optimus replied. The Prime then lifted his digit to his helm to activate his com-link. "Ratchet, we need a bridge."

"We might as well go all at once then."

The 'Bots turned to see Ratchet, Arcee and Team 10 stepping out from behind an ice wall. They all waved sheepishly at the confused group, knowing they will want an explanation.

* * *

 **Autobot Outpost**

An hour later, after the team had arrived back at base thanks to Ratchet's remote groundbridging device, Kevin, Ratchet and Gwen explained what happened after the group left. They were all stunned to hear that Megatron was occupying Ben's mind. It would have explained all of his instances of odd behaviour.

"Although the return of Megatron is unfortunate," Optimus stated, "you made the correct choice in putting his mind back where it belonged."

Though everyone agreed, they were still displeased that Megatron was back. That meant that the war between the Bots and Cons just tipped toward the Decepticons favour. However, Team 10 was still confident that they can keep the upper hand despite the return of the warmonger.

Team 10 were in the human area of the base; Ben lay calmly on the sofa and Gwen standing near his head with her hands and eyes glowing with pink Mana. She focused her powers on scanning through her cousin's mind, trying to see if there any remnants of Megatron in his head.

"I can safely say that there is no trace of Megatron in your head," Gwen concluded as Ben sat up.

"Um, Gwen?" he called, making her turn, "there's still some parts that are a bit fuzzy, some things I don't remember, so I just want to say sorry for anything that I did to hurt you."

"Ben, there's no need to apologise," Gwen comforted, "it's like when Dagon controlled me, you weren't in control, but don't worry, there's no one else in that head of yours. Even if you sometimes need it," she joked.

"You think you're a comedian, don't you?" Ben said shaking his head, "I'm gonna go get some sleep." He made his way down the stairs and walked to his room.

He didn't get far when he heard heavy, metal footsteps behind him. He turned around and smiled, seeing that it was Arcee. The femme in question placed a hand on her curvy hip and smirked down at Ben.

"So, what was Gwen diagnosis?" She asked,

"Nothing to worry about," Ben replied nonchalantly.

Ben was just about to switch topic until, "Uh… Ben… I was wondering if I could take you for a drive tonight so we could talk?" She asked.

Ben studied her features a little more keenly and was almost mind-blown when he detected a hint of… nervousness in her voice. _'She is nervous about taking me for a drive? What did she want to talk about?'_ pondered Ben.

"Uh…yeah sure," He replied.

The blue femme smiled graciously. She then collapsed down into her vehicle mode, reeved her engine, and drove up to Ben's side. The Omnitrix bearer grabbed his jacket, mounted Arcee and strapped on his silver/green helmet. Arcee then drove down the corridor, heading for the blast door exit.

 _Later…_

Night had fallen over the Nevada landscape. The skies were clear, the stars were out, and the moon in its waning gibbous phase was shining high in the sky. Driving down a lone road was a blue motorcycle with a brunette-haired teen wearing a green jacket. Arcee and Ben drove along the desert road, riding in peaceful silence.

Both were inwardly deciding what they would say to each other. The duo had been on the road for thirty minutes now, going at least seventy miles an hour, well over the speed limit. They didn't care though.

To Ben's confusion, Arcee took a turn off the paved road and onto a dirt trail that cut through the plains of rock and sand and lead to a tall, sand-coloured mesa in the distance. It only took them five minutes to reach the base and surprisingly there was a pathway that wrapped around the plateau that led all the way to the top.

Arcee carefully drove up the road and it only took them a couple of minutes before they reached the top. The blue motorcycle came to a stop around the north side. Ben took off his helmet, places it in her subspace, and dismounted Arcee. He walked over to the edge, admiring the magnificent view of mesas, rock structures, and desert plains. The starry night and moon above them only added to the tranquillity he felt.

"Wow…" He gasped, admiring the beautiful view. "This spot is incredible. How did you find it, Cee?"

The blue motorcycle broke into pieces before reassembling into Arcee's robot mode. She strolled to Ben's side and took a seat, dangling her feet off the ledge. While still gazing out at the sight before them, Arcee replied, "I found it while doing recon here a couple years ago. Cliffjumper and I would usually come out here."

Her once happy face then grew into a twinge of sadness. Ben looked at her with a mien of sympathy. The teen hero really felt bad of what happened to her. She had lost two partners, her sisters were presumed dead, her home planet was dead and just recently he attacked her while being controlled. Ben couldn't even come close to knowing what that felt like.

Ben glanced down at her large black hand by his side. Doing the only thing he could, he laid it over her servo and gently held it. Arcee was brought out of her thoughts and looked at Ben. The frown on her face immediately shifted into a gentle, warm smile. Ben gave her a reassuring smile in return.

Ben felt his heart rate increase as he stared up into Arcee's beautiful metallic face and into her cerulean optics. There was no doubt in his mind anymore, he liked Arcee. Now was the time to ask her what he had on his mind for the past week.

"Arcee… uh…" he paused as he rubbed his neck and looked away embarrassingly. "Uh… are you… doing anything Saturday? Recon? Scouting? Anything?"

The azure femme gazed at him, her optic widening slightly. _'Is he about to…?'_ She inwardly hoped.

"Uh… n-no, I'm free. I mean, as long as the Cons don't do something to warrant our attention." She answered a little anxiously.

"Well…" Ben gulped. He had fought, criminals, Decepticons, warlords and an all-powerful dimensional being. Why was this making him so nervous? "I was hoping you and I could go to the outdoor movie theatre in Jasper? A long, romantic ride afterwards?"

' _H-he…he's asking me out! I-I don't believe it. YES!'_ the femme inwardly cheered. She paused, immediately realizing she was squealing in excitement in her mind, which was way out of her usual tough girl character. She mentally shrugged nonchalantly, knowing Ben is the only person who will see her like this.

"Arcee, you still there?" Ben asked.

Arcee blushed deeply. She had realized she had been staring at Ben for over a minute. "Uh… y-yeah… I'd love to." She stuttered. The nervousness then faded away to a warm, calming feeling. "But for now…" She leaned down and kissed Ben on the cheek again, causing his face to turn tomato red. "Let's just enjoy the moment."

Ben smirked. He couldn't agree more. With his hand on top of hers, the two looked ahead, gazing at the desert landscape and the clear night sky. Both partners were happy for their newfound relationship and the future to come.

* * *

 **A/N: There you have it folks, chapter 16. Nearly a whole year after chapter 15**

 **Alright, Ben asks Arcee out! Hurray! Hope you enjoyed the update.**

 **Here's a list of the episodes in Season 1 that I will be doing next: Interlude Part II: PTSD** **, Operation: Breakdown/Osmosian, Crisscross, Metal Attraction (maybe, it depends), Rock Bottom, Interlude Part III: The Mass Shifter, Operation: Omni & Mana saga, Stronger Faster, and the Unicron arc.**

 **Three episodes I'm skipping like Shadowzone, Partners, and TMI. However, I will give detailed summaries for what happened in the updates that come after that episode.**

 **For some of you who are wondering, the Operation: Omni & Mana saga is when the Decepticons manage to kidnap Ben and Gwen. They will torture and study them both keenly. How exciting! **

**Anyways, please leave any comments or critique in the review box. See you next time.**


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